Ultimate Spiderman: Shattered Light
by Prosp88
Summary: (Check out my Profile for recent project updates) The Cosmos is in chaos, the emblem of Ming the Merciless now reigns throughout the stars. The only hope for the rest of the Galaxy lies in the hands of the crew of the Ranger 3. While Mings newest shadowy enforcer delves even deeper into his own darkness ... can he be saved?
1. Prologue

**DISCLAIMER:** **I DO NOT own Ultimate Spider-Man, Spiderman; Shattered Dimensions, any related characters, Marvel, Disney or Dynamite entertainment.**

 **I** **n short I don't own anything in this story.**

 **This is just for fun.**

* * *

 **Prosp88 - Hey guys, well this is it; the big one. This is the final story that I'll be adding in the series, after this ... who knows? But I just wanted to take a moment to thank each and every one of my readers, you lot have been amazing and have stuck with this series since the beginning. I defiantly believe my skills as a writer have improved greatly thanks to the feed back I've been given and I still in amazement regarding everything that has come out of these stories and I'm going to miss them greatly. And with that being said...**

* * *

 _ **Ultimate Spiderman: Shattered light**_

 **Prologue**

 _The Milky Way Galaxy; home to near thousands of diverse lifeforms, though its vast population is but a drop in the pool to the rest of the known universe. Some species are barbaric and primitive, while others developed great civilisations and achieved technology advanced enough to allow colonisation of worlds far from their own. Races like the Shiar, Kree, Skrulls, Sparta and more have carved their place in the wider galaxies. Whether by peaceful cooperation … or blood._

 _In the early 21_ _st_ _Century; Many of these advanced races encountered a power unlike anything they had thought possible. A collection of extradimensional aliens that formed the Mongo Empire. This Empire believe that the countless species of the Milky Way and beyond are an affront to their God-Emperor. A tyrant who possesses powers unrivalled to all; Emperor Ming the Merciless. With destructive weapons, fleets of starships and unimaginable numbers under his command, the Mongo Emperor began a systematic and well-coordinated eradication of the galaxies billions of inhabitants._

 _Within a short space of time, many civilisations were annihilated by the power of the Mongo Empire. Entire worlds were glassed by orbital bombardments, populations have been enslaved or wiped out entirely and the emblem of Ming now reigns throughout the cosmos. Any signs of rebellion have been extinguished … with the exception of one small world._

 _On one planet, located in an isolated corner of the Milky Way, the fire of resistance still burns brightly in the hearts of its people, even after their cities levelled and their armies decimated. In the face of direct attacks by the Empires forces, Humanity's only remaining hope depends on a small vessel that managed to escape the siege of Earth and the small rag tag groups of militias fighting across the globe._

 **New York City – Earth – Early Morning**

 _Over a year has passed since the siege of Earth and the beginning of the Mongo occupation. Ever since their takeover, most of the cities of Earth have been sparsely populated, none more so than New York. The city has been brought to its knees, buildings now fly the emblem of Ming while Mngo ships swarm over the skyline. Those who managed to evacuated before the invasion have been in hiding in the country's wilderness, while the rest have been forced to endure the brutal Mongo rule. Food is scarce, basic necessities like heating and power are restricted to new Mongo facilities and civilian's unfortunate enough to get caught on the city streets by Mongo patrols after curfew are occasional rounded up and never seen again._

 _The Governments of Earth have either been disbanded or forced into hiding and the new authority on the planet resided with the newly appointed Mongo Governor;_ _ **Thun Cazor**_ _of the Kast. Ever since his arrival, Governor Cazor has hardly set foot upon the surface of the planet. Choosing only to address the people through broadcasts and intermediators, believing this world as too primitive and revolting to give it his full attention._

 _On Liberty Island; the ruins of the colossal statue still stands' tall, looking out onto the city before it, as a faint reminder to the sprite of this country. Mongo soldiers are stationed throughout the Island, using it as a surveillance outpost. Two soldiers stand guard at the entrance of the tourist centre until one of them hears a soft noise and moves to investigate. After finding nothing, he returns to his post moments later to see his fellow soldier relaxing his back against the wall._

 **Mongo Soldier:** Hey, I know it's boring but you better stand to attention. If the Commander sees you slacking off he'd … are you even listening?

 _He walks over to his comrade and shakes his shoulder, causing him to collapse onto the ground and revealing his blood trickling against the wall._

 **Mongo Soldier:** What the…?

 _Just as the soldier reaches for his communicator, he fails to hear light footsteps approaching him from behind and stopping the intruder from covering his mouth and plunging a combat knife into his neck._

 _Meanwhile, inside the tourist lobby, another Mongo soldier is in mid patrol. He stops moving for a moment before turning back round to start his patrol again, only this time he comes face to face with the butt of a rifle. After knocking the soldier to the ground, the intruder fires three suppressed rounds into his chest. The soldier lies dead on the ground as more than one intruder steps over his corpse towards the lift._

 _Minutes later, the lift reaches the statues head, which is being occupied by a small number of Mongo personnel and soldiers. The doors to the lift open and some of the soldiers look in to see that the lift is completely empty. Puzzled at first, a few of them approach with caution. But then a smoke grenade is dropped from the open top hatch of the lift. Within seconds the area is covered with a thick smoke and the bewildered Mongos start getting picked of one by one by suppressed weapons._

 _As the smoke clears, Mongovians littered the floor of the surrounding area, leaving only the intruders; 6 of them, dressed in black military gear, thermal googles and each one sporting a white skull across their chest. One of them removed his googles and began barking orders at his team._

 **Castle:** _**Dunn**_ and _**Whitter**_ , sweep the rest of the area. _**Slater**_ , set up position. _**Belle**_ , set up a secure com with the President and…

 _He turns to the smallest member of his team, still wearing her "Ghost Recon" Balaclava that covered her face. But before he could say something, one of the Mongovians on the floor began coughing up blood._

 **Castle:** Always aim for the head, not the chest, _**kid**_. Now do what you need to do.

 _The kid nodded hesitantly and hurried of the Mongo as he clutched for life. She straddled herself across his chest and with both hands … broke the Mongos neck. After a few minutes, the members of Castles team had completed their given orders and The Punisher himself is now reporting back to his Commander and Chief._

 **Castle:** President Fury, _**The Punishers**_ are now in position. We're waiting for green.

 **President Fury:** _"Your mission is a go Castle … do us proud."_

 **Castle:** Copy that … over and out.

 **Belle:** So what's the plan?

 _The Punisher takes out a military map and spreads it across the floor as the rest of his team gathers round._

 **Castle:** The enemy logistic and refuelling base is here on Ellis Island. The Governor will be coming in at exactly 08:00. Everything depends on us having a clear shot from this location and we've got to hit him the second he's exiting that ship. It's a long shot from this location, but it should give us the elevation we need. It's pretty far, but it will give us enough cover to make our extraction.

 **Whitter:** Assuming that you can make the shot that is.

 **Castle:** You want to try and attempted it _ **Shitter**_?

 _Everyone chuckles as Whitter stutters in embarrassment every time the Punisher uses his nickname for him._

 **Whitter:** N … no … boss.

 **Dunn:** And if we can't make the target in time?

 **Castle:** There won't be any second chances.

 **Slater:** It's gonna be a long ass wait for the extraction.

 **Castle:** Then shut your hole and get locked and loaded.

 _15 minutes later, the marine recon veteran turned vigilante has taken up his sniper position while the rest of the Punishers station themselves around the area, the kid standing right him acting as his spotter. Castle stares through his scope at the once Ellis Island Museum of Immigration now turned Mongo stronghold. Dozens of Mongo soldiers and officers are standing in line and to attention in the clearing just outside the building, waiting for their superior to arrive. It wasn't before long that a shuttle had left the Mongo frigates hanger bay and Castle watched as it closed its distance towards Ellis Island._

 _Just as the shuttle begins its landing approach, Castle hears some movement coming from behind him. With his military reflexes, he spins round to see a Mongo survivor; bloodied and wielding a combat knife he is about to stab the unsuspecting kid but Castle knocked the kid out of the way in the nick of time while also getting slashed across the face by the Mongos knife._

 **Dunn:** Take him out!

 _Slater tackled the Mongo to the ground before getting up and emptying half his clip into the Mongos face. As the attacker lies dead on the ground, the Punishers tend to Castle. Belle and Whitter sit him up against the wall while the kid tends to his injury._

 **Whitter:** Boss are you alright.

 **Castle:** I'm fine just…

 **Belle:** Can you still take the shot?

 **Castle:** I … I can't, there's too much blood in my eyes.

 **Belle:** Do we abort?

 _Everyone stares and waits for Castle to give the command … But instead he does the complete unexpected._

 **Castle:** Take the shot.

 _He looks up to the kid who just stares back at him._

 **Castle:** _**Watson**_ , now! you're the only one who can do it.

 _The young member of the Punishers slid over to take up the sniper position, after tearing off her Balaclava to reveal the long red hair of Mary Jane Watson. She readies her weapon, stares down the rifles scope and quickly finds her target; Governor Cazor as he is being escorted into the facility by a detachment of troops._

 _She lines up her sights, moves her forefinger into position and takes a slow deep breath before squeezing the trigger._

 _It all seemed to happen in slow motion to her … watching the enemy shoulders scatter in a panic as the Governor slowly collapse onto the ground. She never even flinched at the kickback from her rifle or shudder at the explosive noise that emanated from the gun barrel. She didn't feel anything at that exact moment, all she knew was that she did what she simply needed to do._

 **A/N: Comment and Review.**

 **Thanks**


	2. Fall of Asgard Pt1

**DISCLAIMER:** **I DO NOT own Ultimate Spider-Man, Spiderman; Shattered Dimensions, any related characters, Marvel, Disney or Dynamite entertainment.**

 **I** **n short I don't own anything in this story.**

 **This is just for fun.**

* * *

 **Chapter 1: Fall of Asgard Pt1**

 **Ranger 3 – Deep Space**

 **Ava:** _"Ayala Personnel Log, entry … err … You know I don't care anymore; I just don't care. It's been … what … over a year since we left Earth? And to say "everyone's on edge" is an understatement. Kit has been trying to keep everyone together, but we both know he's not the patient type. Buck has been pushed to the limit, trying to keep us ahead of any Mongo forces. We came across a forest world the other day called_ _ **Groot Prime**_ _, according to our database. We were hoping to resupply there but it was… It was burning. The entire surface of the planet was in flames, every plant, every tree; But what we found out later was that … that … They weren't trees."_

" _Supplies are running low; food wise, all we've got left are a few crates of military ration and as for the water … we've recycled it so often now, I swear its beginning to taste like Canadian beer. Bucks been putting a plan together and hopefully we'll solve the shortage problem. Well I say "we" … I've been put on the side lines for most of the time we've been out here "for my own good" they say to me, "You must have your hands full" some say to me."_

 _She begins tearing up before dropping her head into her open hands._

 **Ava:** _"I feel … so … useless! I just want to do something to help, But Jackie just keeps telling me "Oh, you'll just get in the way" … like she's some… It's my fault, my fault … I know everyone blames me for our supply problem, but you know what… I didn't ask to be here. I wanted to say and help my husband, not be stuck on some tin can floating in deep space struggling to feed."_

 _Just behind her, in a small makeshift crib, the soft cries of a baby had startled Ava. She raised herself up from her desk, attempt to dry her eyes before walking over to pick up the tiny infant from inside and hold in her arms._

 **Ava:** Oh _**Ben**_ … I'm so sorry, did mummy wake you? Shush … shush, everything's fine.

 _She kisses her son's forehead while holding desperately trying to hold back more tears._

 **Ava:** Everything's … fine.

* * *

 **The Emperors Reach – Observation Dome**

 _The Emperor Ming stands looking out into the void of space; before him, construction of his latest endeavour is well underway … a colossal, half built archway. Hundreds of ships fly to and from the mechanical site and have been doing so for several months. As the Emperor watches quietly, his peace is suddenly disturbed when the lift behind him opens and in walks the Supreme Commander of his military, accompanied by two troopers._

 **Emperor Ming:** Magnificent is it not, General?

 **General Kala:** It is a sight to behold.

 **Emperor Ming:** Most unfortunate about the security breach on Terra, General … sabotages, thefts and now this. Rumours have begun spreading across this sector … apparently you failed to ensure the safety of Governor Cazor.

 **Emperor Ming:** Once word spreads of this act of defiance towards my Empire, countless worlds will follow suite.

 **General Kala:** When the gate is finished your Majesty, the rebels of Terra will be of little concern.

Ming _turns_ to face her and slowly begins to step closer to the General.

 **Emperor Ming:** I find it most disappointing that you continue to fail in pacifying this world with the resources already at your disposal. If it weren't for past achievements and Krytis's faith in your … abilities. I would have crushed you beneath my heel like the rest of your pathetic race.

 _He is right up against the General, Kala continues to stand firm in his presence but inwardly she wants nothing more than to be somewhere else._

 **General Kala:** I will not fail you my Emperor. I have already begun selecting a replacement to send…

 **Emperor Ming:** That will not be necessary.

 _He turns his back to her and walks over to his throne at the centre of the room before taking a seat._

 **General Kala:** I don't understand…?

 **Emperor Ming:** I have already decided on who to send to deal with this planets continuous disobedience.

 **General Kala:** Who?

 **Emperor Ming:** It's time to send someone who has an intimate knowledge of the local population. One who can match their abilities and bring a swift end to these insurgents.

* * *

 **Furnaces of Nidavellir** **–** **Mountains of** **Skornheim – Day**

 _Deep beneath the surface of the Dwarven realm, in the largest and greatest of the Forges, the Dwarf Eitri gathers round his war table with his fellow smiths planning a counter defence against the Mongo invaders. When suddenly an injured soldier disturbs them._

 **Dwarf Soldier** : My Lord!

 **Eitri:** What news do you bring?

 **Dwarf Soldier:** Sir, the invaders have broken through the outer defences. They will be here by nightfall.

 **Eitri:** Impossible! Rally our forces past the tunnel entrances and hold your ground. This enemy cannot take the Forge.

* * *

 _For the longest time, most of the Nine Realms have managed to avoid direct conflict with the Mongo Empire. However, after the siege of Midgard, Thor managed to return to his home to warn them of Ming the Merciless and the Asgardians reinforced their position and seal off the Bifrost bridge in order to prevent an invasion. But to their astonishment, forces of the Mongo Empire had managed to penetrate the realms defences through means unknown to them; and so the war between the Mongovians and Asgardians had begun._

 _The Realm of Asgard proved to be a greater threat than the people of Midgard. With the combined strength of Thor, Odin and several powerful Asgardians, the forces of Mongo were held at bay. Months had past and the stalemate between the two powers persisted, neither side seemingly giving an inch. That was until the Mongos began changing their tactics; having being given new information regarding the source of the Asgardians powerful weapons, the Mongos redirected some of their forces towards the Dwarven realm of_ _Nidavellir. According to legends, this was where the powerful Asgardian weapons were forged; weapons like Mjolnir, Gungnir, Stormbreaker and Thunderstrike that were responsible of wiping out entire battalions of Mongo soldiers with a single blow._

 _Unfortunately for the Mongovians, shortly before their invasion, the Congress of Worlds had been called and an unlikely alliance had been made between several of the other realms. By the time the Empire had arrived, they were met by an army of Light Elves, Rock Trolls, Dwarfs, Frost Giants, Dark Elves and Fire Demons which was led by Malekith the Accursed, Eitri of the Dwarves, the Troll Ulik, the Light elf Faradei, and Ysmir of the Frost Giants. This fragile alliance was forged on the understanding that if Asgard fell … then nowhere in the Nine Realms would be safe._

 _For 5 days and nights, the two armies clashed at plains of Skornheim, the Rock Trolls, Dark Elves, Dwarfs held the front line against Mongo forces. Ulik charged through in a blood rage and smashed this way throughout the Mongo lines along with his Troll brethren. Malekith used his sorcery to disable the enemy's weapons while his forces used their own advanced weaponry to mow them down. The Light Elves attacked from a distance with their bows while the Fire Demons and Frost Giants melt and freeze the Mongos larger war machines._

 _It seemed like the Congress were well on their way to victory, until the Empire received some much needed reinforcements. Now the War-Chiefs Vultan, Jugrid and Undina, along with their forces, joined the battle. The Lion-Men tore into the Light Elves ranks, ripping them apart and feasting on their remains. The Hawk-Men provided some much needed air support, attacking the Frost Giants from above, clawing out their eyes and sending them toppling to the ground and allowing the Mongo tanks and war-beasts to overwhelm the Fire Demons._

* * *

 _Overtime The forces of the Empire managed to push the Congress forces back towards their base of operations in the mountains; the_ _Furnaces of Nidavellir. With the likelihood of further reinforcements being low, the War-Chiefs and Commanders had to plan accordingly for their push towards the main objective with the forces they have. Unfortunately, some of them didn't see eye to eye._

 **Chief Vultan:** We should strike now while they lick their wounds!

 **Mongo General:** Our scouting legions weren't able to make it towards the mountains. We have no data regarding the terrain and set up these creatures have … we'd be walking in blind.

 **Chief Vultan:** My Hawk-Men are not afraid of the unknown. We shall crush our enemies ourselves if we must.

 **Chief Jugrid:** Don't be so foolish Vultan! Your flying rodents wouldn't even reach the summit of those mountains.

 _The Chief of the Hawk-Men turned to face his Lion-Man counterpart, brandishing his talons aggressively._

 **Chief Vultan:** Watch your tongue feline! Or I'll make your eyes a matching set!

 _Jugrid extended his claws and slashed at Vultan. The two of them butt heads for a few minutes until the Mongo General received an incoming message on his communicator._

 **Mongo General:** Report.

 **Mongo Soldier:** _"General … we have a shuttle inbound to our location … priority level Ultima."_

 **Mongo General:** Ultima? That would only mean…

* * *

 _The Generals eyes widened as he left his fellow commanders to their bickering and made his way over to the other side of the encampment where a Mongo shuttle is in the process of landing. The General waits in nervous anticipation as the shuttle lands on the ground and its loading bay doors begin to open. A detachment of Honour Guards march down from the ramp and stand to attention to allow Princess Aura to descend down and towards the General._

 **Mongo General:** You Majesty … you honour us with your presence.

 **Princess Aura:** Honour is awarded through victory, General … something you seem to be incapable of.

 **Mongo General:** We were taken by surprised by the forces gathered here. it's taken longer than anticipated…

 **Princess Aura:** You mustn't worry, General. I have provided an … alternative solution.

 _She walks past the Mongo General, followed by her escort and makes her way to find the other commanders, leaving the General looking puzzled. Suddenly he hears more footsteps coming down the ramp behind him and looks back to see a mysterious figure he had never seen before. About average height and covered in black from head to toe in a light armoured robe artier, his head hidden by a smooth sleek helmet with his hood up. Without a word the figure moves past the General as if he wasn't even there and followed in the Princesses wake._

 _It didn't take long for the figure to reach the makeshift command structure that the Princess had entered and done so himself. Upon entering he stands at the door and sees the Princess being greeted by the War-Chiefs. It took a few moments for the commanders to notice him standing quietly and Chief Jugrid takes it upon himself to address him first._

 **Chief Jugrid:** So, you are the one called … _**Dusk**_.

* * *

 **Furnaces of Nidavellir – Mountains of** **Skornheim**

 _The Commanders of the Congress forces had taken up defensive positions at the Furnaces. As they heard from their scouts that the invaders are on their way, everyone waits patiently for the battle to begin … most of them._

 **Ulik:** I wonder how many they'll send?

 **Malekith the Accursed:** Will you stop asking that, you infernal savage!

 **Ulik:** We have so much power here that even the Asgardians would fear us, and these walls are Uru-reinforced. They'll never breach us. They'd probably be in their thousands, at the very least. Or maybe tens of thousands, they'd never breach us with less. Or maybe millions…

 **Faradei:** I have a visual.

 _Both the Dark Elf master and Troll hurried over to the Light Elf as he peered through his hand carved telescope._

 **Malekith the Accursed:** Mongos?

 **Faradei:** I think so.

 **Ulik:** How many? Ten thousand?

 **Faradei:** No.

 **Ulik:** A thousand?

 **Faradei:** No.

 **Ulik:** 500?

 **Faradei:** Less.

 **Ulik:** How many?!

 **Faradei:** … 2.

 **Ulik:** WHAT?! Give me those!

 _The Troll snatches the telescope from the Light Elf and gazed through. At first he struggled to see anything at all, forgetting that elven eyes are much sharper than his own. But it didn't take long for Ulik to finally see what Faradei was talking about. Two silhouettes came into view, riding mongo speeder bikes and heading straight for them; Princess Aura and Dusk._

 _Without waiting, Malekith ordered his Dark Elves to open fire upon them. However, the riders easily navigated their way in and around the incoming fire, chopping and changing directions sharply. As they got closer, Aura sped up to overtake her partner and extended her staff. She stopped her speeder and waited for Dusk to leap off his own speeder. With precision timing, the Princess positioned herself so that the moment Dusks feet landed on her staff, she used her strength to propel him upwards and over the walls before them._

 _Dusk then plummeted downwards towards the Congress army and landed amongst them. The instant he struck the ground, a shockwave erupted around him and the outburst of energy sent hundreds of Dwarves, Elves and Trolls hurtling around the place. Dusk slowly got to his feet and examined the surrounding area. He saw a large detachment of Dwarves and Elves charging towards him. At first he just stood and watched them, then he began slowly running towards them, getting faster and faster._

 _His enemies were crying their battle cries while Dusk remained silent. With their weapons drawn, the Congress forces charged closer towards Dusk, but he didn't hesitate. He just sped up and met the soldiers head on until they crashed against each other. Dusk powered his way through the detachment; striking all those around him with his arms and legs. His blows were so powerful that he cracked skulls and broke bones with a single swing._

 _Elves and Dwarves tried to surround him but he continued to dodge all their swords and axes with ease and fight on using his bare hands. Eventually Ulik joined in on the fighting, leaping down from the battlements and rushed forward to meet Dusk. He swung his fists around to strike his enemy but Dusk effortlessly ducked and dodged the troll's slow attacks. Several Dark Elves tried to flank Dusk but as they attacked, he grabbed hold of one of their swords, yanked it away and dispatched them with a few clean slices. Ulik raised his fists to smash down on Dusk, but he lunged forward and impaled the Rock Troll through his chest. Ulik let out a blood curdling scream as Dusk lifted the Troll off his feet and charged through the dwarven ranks, knocking down anyone who was in the way before pinning Ulik against a nearby wall._

 _Aura quickly joined the fray, she quickly climbed over the walls with her acute acrobatics and landed by Dusk side, impaling a Dark Elf with her staff as he tried to sneak up behind Dusk. The two of them where completely surrounded by enemy forces but they continued to strike down any and all whom stood against them. The two of them seemed to fight in perfect harmony; each one covering the others blind spots while hacking away at their enemies._

 _Malekith was about to join in on the fight but realised that all their attention was focused on these two. Quickly he looked around for any sign of the enemy force but it was too late; Hawk-Men swooped down from the sky above and dropped the Lion-Men they were carrying down amongst the rest of his forces and watched in horror as many of his Dark Elves were torn apart by the vicious predators. With his mind made up, Malekith used his magic to teleport away from the battle and leave his former allies to their fate._

* * *

 **Furnaces of Nidavellir – Main Forge**

 _1 Hour Later_

 _Eitri and his remaining Dwarven smiths stood by the barred entrance to their forge and waited to meet their fate. Suddenly the mighty doors broke open and in walked only Dusk. The Dwarven smiths raised their weapons and charged towards their foe. In one swift motion, Dusk had ignited his crimson blade for the first time in this battle and engaged the dwarfs. With perfectly timed strikes, Dusk was able to strike down each smith with a few blows each. Lastly Eitri charged at the dark warrior, but Dusk instead chose to knock the dwarf to the ground and placed his blade across his neck._

 **Eitri:** Go ahead … finish me.

 _Dusk only looked down at his defeated opponent and spoke, his voice sounding deeper through his masks modulator._

 **Dusk:** " _You know what I've come for_."

 _He lowers his blade and picks up the smith with a single hand and threw him towards the forge. He walks over to the dwarf just as Aura enters with the other War-Chiefs and some of her troops. Eitri rises to his feet and stood firm against the intruder's intimidation efforts._

 **Eitri:** There is nothing here for your kind!

 **Dusk:** " _The weapons you crafted for some teenagers from Midgard, I know you have them. And now you will give them to the Empire_."

 **Eitri:** How could you possibly know…?

 **Dusk:** " _Give them to me … Or I'll show you that my words aren't the only power I possess_."

 _The Dwarven smith blinked with surprise at the intruder's remark, while still puzzled by this his subconscious betrayed him as he quickly glanced towards the wall to his right. Picking up on this, Dusk walked over to the wall and examined it. Before Eitri could stop him, Dusk smashed his fist against the stone surface and shattered the stones covering the Dwarves hidden vault. Dusk ripped open the doors and Aura sent some of her troops to collect the weapons inside. The quickly came out carrying the golden weapons and brought them towards the Princess for her to examine._

 **Princess Aura:** And so … with these weapons, the Asgardians will fall to us.

 _She took hold of the golden short sword and admired its craftsmanship. Chief Vultan claimed the golden halberd and gave it a few swings. The Gill-Man Chief Undina attempted to take the golden bow, but was suddenly knocked to the ground by Dusk._

 **Chief Undina:** How dare you…?

 _Dusk ignited his blade again and slashed it across the Gill-Man's face, making him howl in pain and leaving him a scar. Dusk then put away his weapon before stepping towards the nervous trooper holding the bow, he carefully took it from him and held it tightly in his hands … never taking his eyes off it._

 **Eitri:** Do not waste your time, that bow was crafted for someone nobler than the likes of you! It is one of a kind.

 **Dusk:** " _Like her._ "

 _He spoke under his breath so that the rest of them couldn't hear his previous statement. He then walked over to the forge but was quickly blocked by the dwarf._

 **Eitri:** You can try, but that bow will never answer to you … only one who is pure can wield a dwarven weapon that wasn't built for them … and you know this, don't you?

 **Dusk:** " _You know … you are so right."_

 _In the next second, Dusk had re-ignited his blade and struck down the old dwarf with a single swing. He then stepped over the decapitated corpse and proceeded towards the forge. He used a set of tongs to place the bow in the furnace to heat before placing it back on an anvil, and picked up one of the dwarven smiting hammers._

 **Dusk:** " _But it was never said you had to be purely_ _ **good**_ _."_

 _He then began re-forging the bow with the hammer. With every strike, Dusk poured the power given to him by his master to warp the weapon into a darker, twisted version of its former self … something more suiting to the man he has now become._

 **A/N: Comment and Review.**

 **Thanks**


	3. Fall of Asgard Pt2

**DISCLAIMER: I DO NOT own Ultimate Spider-Man or any related characters, Spiderman Noir or Pulp era characters and themes. Everything belongs to Marvel, Disney or Dynamite Entertainment ... apart from the story.**

 **In short; I don't own anything in this story.**

 **This is just for fun.**

 **Enjoy**

* * *

 **Chapter 2: Fall of Asgard Pt 2**

* * *

 **Deep Space – Shiar Territory**

 _While patrolling its sector, a Mongo vessel came across a damaged freighter. Its make and I.D. signature where foreign to this part of space. When hailing the freighter, its captain tried to claim that they were delivering nearby supplies to desperate worlds in this sector. But with the current embargo of nearby systems placed by the Mongo Empire, the captain of the patrol vessel ordered a boarding party to secure the ship._

 _A squad of troopers ready themselves at the air lock, waiting for the hatch to open and the order to move. All of a sudden the hatch opened, but just before the troops moved in, they found their bodies completely frozen in place before being thrown against the air lock walls. A second later the tall, cloaked figure of the Shadow stepped in from the other side of the hatchway, accompanied by Swift Cloud and a small detachment of Ranger 3 marines ... including a certain pair of SWORD agents._

 **Shadow:** Cloud ... you take a your men and secure the stores, I'll make my way to the bridge.

 _He turns round to address Agents Anthon and Joe._

 **Shadow:** You two come with me.

 _He then draws his signature pistols and casual moves of into the hallways of the Mongo vessel._

 **Agent Joe:** He must be one crazy bastard.

 _He holds up his blaster rifle._

 **Agent Joe:** he should have grabbed one of these bad boys.

 _Cloud turns to Joe with a amused smirk on her face._

 **Swift Cloud:** Darlin, that man has led soldiers through the mud filled trenches of Europe, through artillery fire and mustard gas armed only with a shovel. Unless you want me to give you a pen instead I suggest you two get moving.

 _Anthon smacks Joe on the shoulder before dragging him to follow Shadows lead. Cloud takes her men and made her way to the stores. After about an hour, the crew of the Ranger 3 had taken control of the ship and started sending more personnel on board to unload essential needed supplies from fuel to food._

* * *

 _Meanwhile on the Mongo ships bridge, Phantom is trying to hack his way into the ships database ... with little success._

 **Phantom:** Never thought id say this ... but where's Hornet when you need him?

 **Capt. Rodgers:** _"Phantom, how's things going up on that bridge."_

 _Phantom activates his com-link._

 **Phantom:** I'm not exactly a hacker or anything, but its going to take a while.

 **Capt. Rodgers:** _"Theo, you want to take a crack at it...?"_

 **Theo:** _"Access granted, we now have access to the ships database."_

 **Capt. Rodgers:** _"Download what we need and then wipe the system."_

 **Theo:** _"Affirmative Captain."_

 **Phantom:** Stupid machine.

* * *

 **Ranger 3 – Hallway**

 _As she makes her way through the hustle and bustle of the busy hallway, Ava pushed past members of the crew to make her way towards the Ranger 3's cargo bay, where the recently arrived boarding party are helping stock their current hoard._

 **Swift Cloud:** What in almighty god is this stuff suppose to be?

 _She picks up an alien canister and opened it to smell its contents. Shadow takes a few steps toward her and dips his finger in the substance before tasting it._

 **Shadow:** Military rations.

 **Phantom:** How can you tell?

 **Shadow:** I'm accustomed to its taste.

 **Phantom:** But this stuff was confiscated from the Shiar...

 **Swift Cloud:** Its all the same rats piss, darlin.

 **Ava:** Pfff ... is that stuff even safe to eat?

 _The three Leaguers turned to the doorway to see Ava walk through the cargo bay entrance._

 **Swift Cloud:** Don't worry, cupcake. You and the little guy still get what's left of the home cooked stuff.

 **Phantom:** Might as well, she already went through most of it during the first few months.

 _He chuckled at his little joke, but only received a stern glare from Shadow while also noticing the hurt look on Ava's face._

 **Phantom:** Sorry...

 **Ava:** I just wanted to ask if there was anything I can do to help?

 **Swift Cloud:** We can handle things here. You just keep looking after the little guy ... so why are you here?

 _She said that last comment with a surprisingly harsh tone than she was known for. Phantom looked back at Ava, expecting her to throw back a snappy rebuttal, but instead she just left quietly out of the door and back to her room._

 **Phantom:** There wasn't any need...

 _Before he could finish, Buck contacted him through his communicator._

 **Capt. Rodgers:** _"Phantom, I need you on the bridge. We've uncovered quite a bit of useful data from the Mongo vessel."_

 **Phantom:** I'm on my way.

 _He gave Cloud a dirty look before leaving the remaining Leaguers alone. Shadow then faces Swift Cloud._

 **Shadow:** We have to talk.

* * *

 **Realm of Asgard – City of Asgard**

 _The powerful Asgardian army have been locked in conflict with the Mongo invaders for quite some time. Although the enemy force possess highly advanced weapons and vas numbers, the Asgardians were no strangers to being under siege. With the mighty Thor leading his people, along with Sif, The Warriors Three, Heimdall and many others by his side it had looked like that Asgard was the last power to defy the Mongo Empire._

 _But that was before the All-father Odin was force into his Odin sleep after the never ending battle and needed to recharge his power. Thor knew this would be a vulnerable moment for them, but he was confident in the abilities of his fellow warriors as he stands over his father as he sleeps._

 **Sif:** Thor, the enemy still haven't been able to break through our lines. Heimdall is planning to push through a fragile spot in their defences that the Warriors Three found during their scouting.

 **Thor:** Thank you Sif, but we cannot afford to be to reckless, with my father asleep we must be on the defensive. These Mongos are a relentless foe ... I still have the injuries from my previous encounter with their Emperor.

 **Sif:** You were most fortunate to make it back to Asgard the way you were.

 _Thor clutches his side, remembering the state he was in ... and his failure to protect his friends and the people he had sworn to protect._

 **Thor:** We cannot let Asgard fall ... not like Midgard.

 **Asgardian Soldier:** My Lord!

 _Both Thor and Sif turn to see the soldier hurry into the all fathers chambers, before dropping onto one knee._

 **Thor:** Speak brother...

 **Asgardian Soldier:** Sire, an enemy force is approaching the southern walls.

 **Sif:** How did they get past the southern perimeter!?

 **Asgardian Soldier:** We've lost contact with our forces there.

 **Thor:** Muster the garrison and prepare for battle!

* * *

 **Southern Wall**

 _It didn't take long for Thor and his allies to reach the southern battlements of the city, as their forces gather into defensive positions, Thor looked out at the Mongo army making its way closer from the distance. The enemy had hundreds of their war beasts, tanks, walkers and what looked like several thousand soldiers marching toward them._

 _They stopped their advance only a hundred yards from the city's walls and just seemed to wait in formation. At the front of their army were two figures mounting off their speeder bikes and took a few steps ahead of them, carrying their recently acquired weapons._

 **Princess Aura:** They've been cosied up inside their walls for to long ... so, should you knock or I?

 _Dusk answered by unsheathing his new bow from his back; this weapon was not the same one crafted for White Tiger all those years ago, its golden frame was warped into a black and twisted version, sharp blade-like corners protruded from both ends. Dusk took a moment to examine what he crafted, it gave him no pleasure to defile something that belonged to his wife, but he did what he had to do for his new master._

 _He held the bow up and motioned his hand as if to pull on its string. But instead of its original solid blue beam, a crackling red energy emitted from it. Dusk held its string to build up its energy rapidly and took aim at the massive wall in front of him. When he felt that he was ready, Dusk gently let go of the arrow and watched it propel forward at lightning fast speed. The moment the arrow struck the surface of the city's wall, the entire section erupted in a massive explosion. Large pieces went flying in all directions, Asgardians stationed behind the wall were killed instantly, leaving behind a colossal empty space in the fractured city's defences._

 _Thor managed to grab hold of Sif and fly out of range in time, and they both looked in horror at the destruction that was unleashed upon them._

 **Thor:** By Odin's beard!

 _The Mongo army charged forward to swarm into Asgard. Both Thor and Sif landed back into the city to rally their forces to repel the invaders. Sif and The Warriors Three engaged the troops on the ground, while Thor himself flew around the battlefield, helping his fellow Asgardians as they battle the enemy forces. After Thor used his is hammer to knock one of the Mongo war-beast into the air, he turned to brag his efforts to one of his warriors, only to see him explode suddenly with the force knocking Thor off his feet. As he got to his feet he saw more of his warriors getting killed the same way. He scanned the area around him to see that in the distance, a dark warrior was moving swiftly around the battlefield and using a bow to quickly pick off soldier after soldier. Enraged, Thor leapt into the air and motioned to slam his hammer down upon his foe, only to have the dark warrior bloke his attack with his own weapon. The Thunder God was pushed back and landed several feet away from his new opponent._

 **Thor:** How...? Only a dwarven weapon could withstand the might of Mjolnir!

 **Dusk:** "How right you are."

 _He holds up the bow so that Thor could get a good look._

 **Thor:** That weapon belongs to the master dwarf. What did you do to it?

 **Dusk:** It belongs to me by right, now, the power of Ming flows within it. It is more than a match for the mighty Mjolnir.

 _He fires his bow repeatedly at Thor, but with a swing of his hammer, the Prince of Asgard managed to deflect each attack as his enemy continued to advanced toward him. Thor quickly rushed towards Dusk and tried to strike him with Mjolnir, however the dark warrior easily avoided his attempts by ducking, weaving and flipping out of his reach. Dusk used his bow to block Thor's attacks when needed and even tried to impale the Asgardian with the spikes protruding from either end of the bow. But Thor managed to tackle Dusk and sent them both crashing against the wall of a nearby structure. Dusk seemed mostly unphased by this attack and pulled the Thunder God off him and threw him off his feet, landing several feet away._

 **Thor:** What manner of being are you?

 **Dusk** : I am my masters hammer, his herald. I am the twilight of your world and the bringer of darkness ... I am Dusk.

 _Thor threw his hammer toward Dusk, but he leapt out of the way in time. As the weapon attempted to returned to its master, Dusk used his super speed to intercept the hammer and grabbed hold of its hilt. Dusk tried to take control of the Asgardian weapon as it slowly pulled him closer to Thor, dragging him across the ground but Dusk dug in his heels and put all his effort into stopping the hammer. Mjolnir continued to resist him, but Dusk refused to give up. With all his strength, Dusk swung the hammer round and threw it back at Thor, striking him right in the chest and sending him hurtling across the battlefield and crashing into a nearby building._

 _As Dusk walked over to his fallen adversary, his extra sense warned him of an incoming attack. He reached round and grabbed hold of Sif's sword as she tried to take him by surprise and kicked her back several feet. As she tried to get to her feet, Sif felt a sharp instrument piece her through the back. She looked down to see a golden blade sticking out from her abdomen and her blood spilling onto the ground. The wielder of the blade; Princess Aura, then pulled it from her victims back and kicked her back onto the ground, leaving her victim to bleed out._

 _As Dusk watched the scene unfold, he heard a blood curtailing war cry from up above. He looked up to see Hogun of the warriors three descend down towards him, with his axe raised. But before Hogun struck his target, Vultan swooped in out of nowhere and slashed him in mid air with his golden halberd. The Asgardian dropped to the ground and lay dead at Dusks feet. The Emperors hammer turned back towards where Thor fell and saw the remaining warrior's three; Fandral and Volstagg, helping the prince to his feet._

 **Fandral:** Fall back! FALL BACK!

 **Volstagg:** Retreat to the second level!

 _They took Thor away while several Asgardian warrior's covered their retreat by engaging more Lion-Men in combat. Dusk just stared around the battlefield, gazing at the carnage taking place before him that he failed to notice Aura approach him._

 **Princess Aura:** Victory is ours, not even their prince could stand against us.

 **Dusk:** "It is not over yet, the all-father still lives. We must keep the pressure on and push to the palace before nightfall if we hope..."

 _Suddenly his personal communicator goes off and he quickly activates it._

 **Mongo Officer:** _"My lord ... we received an urgent message. The Emperor commands both you and the Princess to make contact with him."_

 _Aura was puzzled by this new development, usually if her father wishes to speak to her, he would do so himself. Dusk however remained unphased by this request and simply turned round to head back to the encampment._

* * *

 **Mongo Mobile Command**

 **Princess Aura:** Father, why have you summoned us? We needed to keep pushing foward...

 **Emperor Ming:** _"The war chiefs are more than required to secure our dominance in Asgard ... I have a different set of tasks for the pair of you."_

 **Princess Aura:** What could more important than the glory of victory over the Asgardians

 **Emperor Ming:** _"The Infinity Stones."_

 _The pair of them stared up at the holo-image of their Emperor._

 **Princess Aura:** You have located the remaining stones?

 **Emperor Ming:** _"Indeed, our intelligence provided by Viceroy Krytis has narrowed down the search enough that I am sending you to retrieve them."_

 **Princess Aura:** You pulled me away from battle fir a glorified fetch assignment?

 **Emperor Ming:** _"AURA!"_

 _He silenced his daughter with a single command and Aura begrudgingly held her tongue._

 **Emperor Ming:** _"The acquisition of these stones are of the utmost importance ... so much that it is a task that I can only bestow onto you ... my daughter."_

 **Princess Aura:** We shall leave at once.

 **Emperor Ming:** _"No, I have a different task for my Hammer, now leave us."_

 _Aura turned towards Dusk, who just stared back at her and placed her hand gently across his forearm, caressing it seductively before leaving the communication centre._

 **Emperor Ming:** _"There has been a continuous uprising on one of our controlled worlds, its people refuse to bend to our will ... I am sending you to quash these insurgence and bring their wold completely into the fold."_

 **Dusk:** "Of course my Master."

 **Emperor Ming:** _"There is one thing ... this world is one you are all too familiar with. The small planet located in the Sol System of the Milky Way Galaxy; Terra ... or would you prefer ... Earth."_

 **Dusk:** "That world and its people mean nothing to me"

 **Emperor Ming:** _"Really? The source of your greatest failure and loss ... means nothing to you?"_

 _Dusk couldn't answer his master, he merely hung his head and waiting for the Emperor to continue._

 **Emperor Ming:** _"You have served me well my Hammer, every challenge, every obstacle, you have surpassed in my name. But not even you ... greatest of my champions ... have ever faced such a test."_

 _Dusk lowered onto his knees and bowed his head to his master._

 **Dusk:** "By the grace of your wisdom, I will not fail you. I will bring the twilight upon the people of this world."

 **Emperor Ming:** _"Go forth then, faithful servant ... and spread my will."_

 _The Emperors hologram disappeared, leaving Dusk alone in the dark with his thoughts, which are now conflicted. He must go back to where it all began, where everything changed, where she..._

 **Dusk:** "Commander!"

 _A Mongo commander scuttled in from outside._

 **Mongo Commander:** My Lord...?

 **Dusk:** "Ready my shuttle ... and send a message to the _**Shade Caster**_ , to prepare for my arrival."

* * *

 **A/N: Comment and Review**

 **Thanks**


	4. The Insurgence

**DISCLAIMER: I DO NOT own Ultimate Spider-Man or any related characters, Spiderman Noir or Pulp era characters and themes. Everything belongs to Marvel, Disney or Dynamite Entertainment ... apart from the story.**

 **In short; I don't own anything in this story.**

 **This is just for fun.**

 **(Prosp88): Hey guys, I wanted to upload this sooner but I had problems with my computer. So I just want to wish you all a very Merry Christmas and a happy New Year when it comes.**

 **Enjoy**

* * *

 **Chapter 3: The Insurgence**

 **New York – Mongo Communication Station – DSC**

 _After the successful takeover of Earth after the invasion, The Mongovian high command needed to set up several world wide to monitor and relay communications with their forces around the planet an to intercept messages from the local populace. The Empire had requisitioned the now abandoned Daily Sentinel Communication building in New York, which suited their purpose perfectly; simple to refit and easily defendable._

 _Late one night, the Mongo guards are on patrol around the building, on high alert due to the recent activities from the local rebels. A pair of guards stand at their station on the 66th floor stairwell, only to be mysteriously knock out cold by an "invisible" intruder. On the floor itself, the guards were being taken down one by one by a separate intruder. They never knew what hit them, each guard was successfully dispatch in a "ninja-like" fashion; poison darts to the neck, throats slit, all without drawing any attention. When the area was clear, the intruder activated her communicator._

 **Kato:** Floor cleared ... Hank, have you secured the stairwell?

 **Ant-Man:** _"All clear, enemy sentries have been dispatched."_

 **Kato:** Are they still breathing?

 **Ant-Man:** _"I think so...?"_

 **Kato:** Then they're not "dispatched" are they?

 **Green Hornet:** _"let it go Kato, we're short of time anyway ... Shadow-Cat are you in position?"_

* * *

 _Lower down on the 62nd floor of the building, the X-Man Shadow-Cat is phasing though the walls around the area to avoid detection from the Mongo soldiers._

 **Shadow-Cat:** I'm in position ... so, are you sure this plan is going to work?

 **Green Hornet:** _"When has my plans ever failed?"_

 **Kato:** _"That incident in Jersey."_

 **Green Hornet:** _"No one asked you ... you and Ant-Man just be ready to deal with those guards when I set off the alarm."_

 **Shadow-Cat:** Are you sure they can handle this ... there are a lot of guards on this level?

 **Green Hornet:** _"Trust me with Kato looking after Ant-Man ... those guards wont know what hit them."_

 **Ant-Man:** _"Hey!"_

 **Green Hornet:** _"Just make sure you plant that virus into their mainframe when its clear ... we'll only get one chance at this."_

* * *

 _Once everyone was in position, Hornet hacked his way into the buildings system through the remains of his own network and set off the alarm in Kato's section. Within minutes, Mongo guards started to swarm towards the 66th floor. When the first squad of soldiers reached the floor, they were met with complete darkness. As they began sweeping the area, they were suddenly taken by surprise by unknown assailants. Both Kato and Ant-Man engaged the enemy troops with relentless aggression; Kato used her shurikins to disarm her targets before taken them down with punches, kicks and grapples. Ant-Man used his "small stature" to avoid enemy blaster fire while knocking them to the ground._

 _As more and more troops get sent to the floor above, security on the 62nd floor became lacking and soon Shadow-Cat felt safe enough to move towards the main data room located on her floor. It was easy enough for her to dispatch the Mongo personnel inside and plant the disk containing Hornets virus inside their system._

 **Shadow-Cat:** Objective achieved.

 **Green Hornet:** _"Copy that that, make your way to the extraction point. Kato, Ant-Man ... fall back to extraction."_

* * *

 **DSC Rooftop**

 _After fighting their way through swarms of enemy troops, both Kato and Ant-Man race up to the open rooftop while still under pursuit. They continued to fight off their attackers until Hornet arrives with their lift; an experimental stealth Quinjet. Its loading ramp is lowered, allowing Hornet to provide covering fire with his gas gun._

 _As the jet descended closer to the rooftop, Kato used her acrobatics to leap onto the ramp while carrying a shrunken Ant-Man. Stepping inside, both operatives cone face to face with one of the Insurgency main commanders._

 **Rocketeer (Cliff):** Where's Shadow-Cat?

 **Kato:** She'll get here, just give her a few minutes.

 _Suddenly, Rocketeers attention was called over to the jets pilot._

 **Sarah:** We've got incoming bogies, eta two minutes.

 _Cliff turns back to Kato._

 **Rocketeer:** We ain't got a minute.

 _Suddenly more Mongo troops make their way up onto the rooftop and start firing upon the Quinjet. Hornet quickly returned fire with his gas gun, knocking out a few soldiers and is soon joined by Rocketeer who draws his pistol and provided some covering fire. His marksmanship skill shows with the number of headshots he lands on several soldiers._

 _It didn't take long for Shadow-Cat to reach the roof and ran past (and through) the Mongo soldiers, they tried to take down the X-Man with laser fire but the projectiles simply past straight through her. As she reached one trooper, she past through him and stole his rifle at the same time, before turning round and firing at the enemy as more of them turned up._

 _Before Shadow-Cat had a chance to board the Quinjet, a Mongo heavy trooper had arrived and fired his heavy cannon at the jet, forcing Sarah to take aversive manoeuvres. She was able to get the jet steady again but her console was alerting her to more trouble._

 **Sarah:** We've got immediate bogies inbound! Its gonna get hot!

 _She had no choice but to distance the jet away from the building to avoid incoming fire from some Mongo snub fighters. The team was tossed about inside the jet thanks to Sarah's manoeuvres, but Cliff managed to reach the cockpit._

 **Rocketeer:** Get us out of here!

 **Green Hornet:** We cant just leave her!

 **Rocketeer:** We don't have a choice ... DO IT!

 _He gave Sarah his order and she begrudgingly obeyed, taking the jet into a nosedive to escape their pursuers at street level, leaving Shadow-Cat behind on the DSC rooftop. Unfortunately she was distracted by her teams immediate danger that she failed to notice a trooper fire his stun blaster and striking her in the back. As she lay motionless on the roof, more Mongo troopers surrounded her._

 **Mongo Trooper:** Take this one to the Spectrum.

* * *

 **X-Mansion – Westchester – New York**

 _With the collapse of the country's official military command structure, what little remained after the invasion had divided into separate pockets of resistance, along with surviving SHIELD, SWORD and Baa Thap forces. Luckily, thanks to the Baa Thap network data that Moonstar had saved from Bangalla before the evacuation, President Fury was able to make contact and bring together these factions into a larger, more organised Insurgence that operated on a global scale._

 _It took some time to set up strongholds in key strategic locations without alerting the Mongo occupation force. One of these locations was the "abandoned" mansion of the mutant group X-Men. Though the building above was too risky to make use of, the lower sub levels provided an excellent base of operations for the Insurgency._

 _With the help of some carefully laid defences, the Quinjet carrying Hornets infiltration team was able to lose its pursuers and make a landing inside the secret hanger beneath the mansion. However as the team reached the command centre to give their debriefing, not all of them were happy with the missions outcome._

 **Storm:** How could you leave Kitty behind?!

 **Rocketeer:** She knew the risks when she volunteered, I was forced to make choice and I'd make it again in a heartbeat.

 **Ice-Man:** Then we need to go rescue her then.

 **Green Hornet:** You know that's not an option. She'll be taken to the Spectrum soon, if not already and we don't have the resources to mount a rescue in time.

 **Ice-Man:** Oh screw that! If we hurry...

 **Rocketeer:** And what exactly do you plan to do then, kid?

 **Ice-Man:** I don't...

 **Rocketeer:** Know ... exactly. You can't just go off half cocked, that'll only get you killed.

 **Ice-Man:** That's rich coming from the asshole you didn't hesitate to desert a frien...

 _In one swift motion, Rocketeer punched Ice-Man in the gut and pushes him up against the wall._

 **Rocketeer:** We're at war kid! And every day I'm forced to make decisions that will result in someone being sent to their death, simple as that. War comes down to numbers and unless you haven't been paying attention, the enemy have more, so every move we make has to count for something. Now if you want to take a shot at deciding the fate of everyone under your command, let me know ... if not ... then I suggest you shut that mouth of yours and do what your told.

 _He lets the X-Man go and marches off out of the room, meanwhile Storm checks up on her teammate and Hornet activates a nearby terminal to establish a connection to the main insurgence headquarters and the last leader of the free world._

 **Green Hornet:** President Fury ... the mission was a success, the virus aloud me temporary access to the Mongo communication network.

 **President Fury:** _"Did you acquire the information we need?"_

 **Green Hornet:** It was touch and go their for a moment, but we did ... we have the schematics for the Spectrum. But...

 **President Fury:** _"What is it?"_

 **Green Hornet:** We lost Kitty Pryde during our escape, Mr President. Our extraction was compromised just like Cliff said it might be and made the choice...

 **President Fury:** _"Cliff is in charge because he understands what is expected during these difficult times ... I'm sure he did what he thought had to be done and he now has to live with whether it was the right call to make."_

 **Green Hornet:** I understand sir.

 **President Fury:** _"I'm sorry for her loss but we cannot lose sight of our objective now. Everything is almost coming together for our assault on the Spectrum Station, this is everything that the Insurgency has been working towards for the last year."_

 **Green Hornet:** Are we really that close?

 **President Fury:** _"Yes, thanks to the efforts of the Punishers, Moonlight Knights and other groups , the enemy still believes that we're just a pocket resistance and not the wide spread and organised force we've become. With the chaos these groups are causing, our larger plan has remained unnoticed. We just need a little bit more intel and then we'll be ready."_

 **Green Hornet:** What else do we need?

 **President Fury:** _"I already have agents on that ... just make sure our forces at the mansion are ready for when we need them."_

 **Green Hornet:** Understood, Mr President.

* * *

 _After she got the team back from their current mission, Sarah performed her usual routine of maintaining the Quintet so it would be ready for the next mission ... and the one after that, and after that. By the time she was finished, Sarah made her way over towards the makeshift mess hall to get something to eat when she heard a commotion coming from a nearby room. When she went to check it out, she picked through the door to see her grandfather Cliff trashing the contents of the room. Chairs and containers were kicked about, tables knocked over and Cliff himself sitting on the ground with his face fin his hands._

 **Cliff:** I'm sorry ... kid.

* * *

 **Spectrum Station – Earths orbit**

 _After conquering world after world throughout the galaxies, the Mongo Empire needed to maintain a significant presence on certain key systems in order to quell the possibility of uprisings and Earth was no different. Placed high above in the planets orbit, the recently constructed Spectrum Station functions as a mobile military out post, dry dock and prison that casts a dark shadow over the inhabitants of the planet. Rumours planeside say that all the heroes of Earth that were captured by the invaders are imprisoned on this heavily armed station, unable to do anything but watch as the world crumbled before them and its population oppressed by their captures._

 _Right now the station is on high alert as the Commandant of the station was told to expect the newly appointed governor of this backwater world that he was unlucky enough to be posted to. He awaits in the main hanger, along with a detachment of troopers ready to great the new governor after the arrival of the Mongo dreadnaught Shade Caster was brought to his attention. Soon a shuttle from the dreadnaught had landed inside the hanger and as the loading ramp lowered, the Commandant was puzzled by its passenger. Although he was told next to nothing of what to expect from the new governor, he thought it would have been someone high up the ranks that he would have recognised, like the previous governor ... not this black cloaked figure walking down the ramp towards him._

 **Commandant Zugg:** Welcome to the Sol System...

 _Without even acknowledging his presents, Dusk continued walking straight past the Commandant and towards the hangers exit. The Mongo officer was startled by this but quickly hurried after the mysterious figure._

 **Commandant Zugg:** Excuse me ... Governor...?

 **Dusk:** "My Lord" will suffice.

 **Commandant Zugg:** My Lord? It is an honour for one such as yourself to grace us with their...

 _Suddenly, Dusk turned to face the officer._

 **Dusk:** "I am neither one who suffers fools or accept grovelling's from them. I have been sent by the Emperor after the embarrassment of the previous governors assassination."

 **Commandant Zugg:** I admit that his death was a unfortunate blow but we are in the process of taking...

 **Dusk:** "Tell me, what is the point of all of this..."

 _He gestures all around him._

 **Dusk:** "If you cannot even handle a simple group of upstarts?"

 **Commandant Zugg:** If you are referring to the Insurgence, they are merely a band of desperate primitives fighting a fruitless endeavour. I admit that their sprit is strong and their will to fight is ongoing despite our forces best efforts, Before the assassination however, they only caused minor inconveniences to our occupation.

 **Dusk:** "It astounds me that you actually believe that ... the Insurgency on this world is far more than a band of rebels. Trust me I know, they'll be far more organised than they'd want you to believe and I intend to snuff it out quickly."

 **Commandant Zugg:** How do you intend to manage this?

 **Dusk:** "By locating their base of operations and wiping them out for good".

 **Commandant Zugg:** We have no evidence of a wider resistance, I assure you we have the situation well in hand. My exceptional trained soldiers had already thwarted an attack at one of our facilities by the Insurgence and managed to capture one of their number.

 **Dusk:** "But the rest ... escaped?"

 **Commandant Zugg:** ... yes ... my lord.

 **Dusk:** "Where is this prisoner now?"

 **Commandant Zugg:** The interrogation chamber, my men should already have started...

 **Dusk:** "Take me there."

* * *

 **Interrogation Chamber**

 _After her capture back on Earth, Kitty awoke to find herself bound and trapped In some kind of floating energy bubble in the centre of a dark circular room. She was able to phase out of her bind with ease but her "cage" proved to be a little more difficult. Not long after she regained consciousness, several Mongo personnel had arrived with the purpose of interrogating her. Unfortunately for them, all their instruments were ineffective against her, their prisoner's ability to phase through solid matter was pushing the Mongo interrogators to great lengths of frustration. The fact that Shadow-Cat was mocking them relentlessly for the entire time wasn't helping their efforts either._

 **Shadow-Cat:** Hey, you guys are getting better ... I nearly felt that one.

 **Mongo Interrogator:** Insolent child!

 **Shadow-Cat:** So are the actual professionals going to arrive soon or am I just stuck with you idiots for the rest of my time here?

 _The door to the chamber suddenly opened and the imposing figure of Dusk stepped through, receiving a few puzzled looks from the interrogators._

 **Dusk:** "Leave us."

 _The Mongos obey his command, hurrying out of the room and leaving Dusk alone with the mutant._

 **Dusk:** "Comfortable?"

 **Shadow-Cat:** Oh yeah, this is 5 star service compared to what I'm used too. Although I'd have to knock a star off from my review because my steak wasn't as well done as I liked it.

 _For a moment Dusk was silent and just stared at the X-Man, before offering a light chuckle while walking right up towards the side of her cell_

 **Dusk:** "Impressive, how after everything you must have been through, you still manage to use your humour as a shield. I am aware of this ... method, but it will not help you now."

 **Shadow-Cat:** I dunno, it's worked pretty well so far...

 _Suddenly, Dusk raised his hand and pulled his prisoners head towards his hand by an unseen force. Shadow-Cat tried to resist but she found herself unable to move while a surging pain engulfed her mind. It took everything she had not to cry out, but she couldn't stop the wave of memories flooding to the front of her mind; the day her mutant powers surfaced, when she joined the X-Men and even a few battles she had along side them._

 **Dusk:** "You will tell me what I want to know ... the location of the Insurgence base."

 **Shadow-Cat:** I ... don't ... know ... what ... you're ... talking ... about...

 _Dusk relaxed his hand and let his prisoner drop to the ground to catch her breath._

 **Dusk:** "Kitty Pryde ... infiltration specialist for the mutant team X-Men and now for the Earth Insurgency. You cannot hide your secrets from me. The more you resist, the more painful this will be. And though you may have reached the peak of your powers and training, make no mistake ... I am just beginning to tap into mine. Now I will ask you one more time."

 _He raised his hand toward her again and began to dominate her mind. More of her memories began forcing their way towards the front of her mind as she could feel her head ripping itself apart from the inside out; the initial invasion over a year ago, the death of several of her friends and the destruction of the X-Mansion._

 **Dusk:** "Where is the Insurgency?"

 **Shadow-Cat:** I ... wont ... betray ... AAAAAHHHHHHHH!

* * *

 _Meanwhile, outside the chamber the stations commander waits as instructed by the new governor. At first he's been frustrated by the disrespectful attitude of this "Dusk", but that quickly vanished as he was forced to listen to the shrieking screams coming from the other side of the door. This lasted for what seemed like hours but before he knew it, the screaming came to a abrupt halt, the chamber door opened and Dusk walked out._

 **Dusk:** "Commandant, ready our ground forces and send scouts to Westchester, New York. And..."

 _He looks back towards what remains of Shadow-Cat, collapses onto the ground, limp, with her eyes wide opened and glazed over ... with a disturbing large pool of blood excreting from her nose, ears and even her eyes._

 **Dusk:** "Have someone clean up this garbage."

 _He brushed past the Commandant, but the officer quickly turned round to give Dusk a piece of his mind._

 **Commandant Zugg:** You dare to command my army?! I am the military commander here and I'll decide when we will..

 _In a flash, Dusk was standing right in front of the Commandant and grabbed him by the throat, lifting him a foot off the ground._

 **Dusk:** "I am Dusk ... the Hammer to the Emperor himself and the instrument of his will. To challenge my authority is to challenge his ... do you understand?!"

 **Commandant Zugg:** (chocking) All ... hail ... the ... Emper ... or...

 _Dust let him drop to the ground and stormed off down the stations corridor, until he reached a viewing window along the wall and in the corner of his eye, caught a sight of the Earth. He turned to face it full on and continued to stare down at it for several minutes. It felt like a lifetime to him, the last time he saw it, it seemed unchanged. But he know that this was no longer the place he remembered, he knew he'd have to steel himself for what awaited him. In a bust of anger, he smashes his fist against the glass, cracking it before heading off again into the station._

* * *

 **A/N: Comment and Review**

 **Thanks**


	5. Formed and Broken Ties

**DISCLAIMER: I DO NOT own Ultimate Spider-Man or any related characters, Spiderman Noir or Pulp era characters and themes. Everything belongs to Marvel, Disney or Dynamite Entertainment ... apart from the story.**

 **In short; I don't own anything in this story.**

 **This is just for fun.**

 **Enjoy**

 _ **(Prosp88) - Hey guys, first of all I am sorry for taking to long to upload this chapter. Christmas and New Years was a busy time for me work wise, and also for another reason. There is another project that I've been working to get off the ground over the last month or so and its finally made a little head way. Myself and several talented friends of mine are currently making a fully voice acted motion comic of "James Bond; Vargr" by Dynamite Entertainment on YouTube. I've been working on the motion capturing, editing and recordings for a while now and its nearly done. If everything keeps going the way it is then it should hopefully be completed by February. I'll let you know when its up but keep an eye out for it if you are interested. **_

* * *

**Chapter 4: Formed and Broken Ties**

 **Ranger 3 –Ava's Quarters**

 _All Ava wanted was to do her bit around the ship, it wasn't in her nature to just sit around while something urgent was going on. But unfortunately ever since her son was born, all her time was spent looking after young Ben. She had hoped that by the time he was born, she'd be more prepared in raising him and would even have Peter alongside her. Only now she was forced to figure things out on her own ... and she felt it wasn't going well._

 _Ava struggled to keep Ben calm most of the time, especially when members of the crew were trying to sleep. She had now idea how to properly bathe him and feeding him was a nightmare. Not to mention that the lack of sleep and continuing depression she was feeling wasn't making things easier for her._

 _Once again, Ben started crying while Ava was trying to get some much needed sleep and now she's desperately trying to calm him down or risk once again waking the already on edge crew._

 **Ava:** Oh Ben, please ... please stop crying.

 _She cradles her son but the crying only worsens._

 **Ava:** Please...

 _Just as she feared, someone was now knocking on her door. She groaned in frustration and went over to open the door_

 **Ava:** I'm sorry I'm trying-

 _She stopped mid sentence when she found the last person she expected to see there._

 **Ava:** Jackie?

 **Swift Cloud:** You doing alright there, darlin?

 **Ava:** Look ... I'm trying but...

 _Without a word, Cloud gently took hold of Ava's forearm and slow adjusted the way she was holding Ben. As if instantly, the baby started to calm down a lot more now._

 **Swift Cloud:** You need to support the little tykes head more, darlin.

 **Ava:** Oh ... err ... thanks.

 **Swift Cloud:** Come on ... the little tykes hankering to be fed.

* * *

 **Mess Hall**

 _Over the next twenty minutes, Cloud had started teaching Ava how to properly feed Ben. Every time Ava tried before, Ben always started to squirm and fail his arms around in a panic. This time Cloud sat next to Ava and walked her through it._

 **Swift Cloud:** Remember to give him a break often so he can breath. When he wants more, just gently place the bottle at his mouth ... he'll do the rest.

 _Ava does exactly what she was told and before she knew it, she was feeding her son with no fuss at all._

 **Ava:** My god, Jackie ... thank you so much ... where did you learn all of this?

 **Swift Cloud:** Back in my hometown, a few of the working girls had little ones that needed looking after. So I usually got roped into watch them while the girls ... "worked".

 **Ava:** Oh...

 _The two of them sat in awkward silence for a few moments._

 **Ava:** Look, not that I don't appreciate you showing me all this ... but why are you doing this?I mean I kinda got the impression you didn't like me.

 _While trying to think of a good answer, Cloud couldn't help but think back to the "little talk" she had with Shadow a few days ago..._

* * *

 _ **(Flashback)**_

 **Shadow:** You're treating that girl very harshly.

 **Swift Cloud:** Well someone needs to, that highfalutin' one needs to get her priorities on a straight path and start rearing that little one good and proper.

 **Shadow:** She's a fighter turned young mother. It'll take a while for her to adjust, but your constant belittlement wont help her.

 **Swift Cloud:** Can I assume that your going somewhere with this, Spooky?

 **Shadow:** Show her some support; guide her as she figures out how to look after young Ben ... and those nursing skills of yours won't go unwelcomed.

 **Swift Cloud:** You want me to play nurse maid to her?!

 **Shadow:** How long will it take for you to realise that Peter made his choice ... taking your insecurities out on Ava won't change that reality...

 _Cloud slapped Shadows face hard, but he appeared to just take it unphased._

 **Swift Cloud:** You can slide, Lamont!

 **Shadow:** I speak only the truth Jackie and you know it. If you won't do it for her ... then do it for Peter, his son and the closest thing to a grandchild I'll probably ever have.

 **Swift Cloud:** I reckon you've been waiting to see that, preacher?

 _ **(Flashback Ends)**_

* * *

 **Ava:** Jackie?

 **Swift Cloud:** Look ... Ava, I know you feel... a mule in quicksand, but you need to know ... your doing a bang up job.

 **Ava:** Really?

 **Swift Cloud:** Yup ... that little one is lucky to have you.

 **Ava:** I honestly thought I've been a disaster. I mean I lost my mother when I was little so I have nothing to compare whether this is how a mother and child should be.

 **Swift Cloud:** Oh yes ... you and your mother where just like this.

 **Ava:** You think so?

 **Swift Cloud:** I know so.

 _Ava couldn't help but give Cloud a small grateful smile, just as little Ben started to squirm of her tired state, Ava didn't notice this at first but Cloud quickly scooped Ben out of his mothers arms and patted him gently on the back until he let out a large burp that would have made Peter proud._

 **Ava:** How do you always know what he needs?

 **Swift Cloud:** Well he doesn't know how to flap his gums yet, so he has to show you what he wants with his body; "Feed me", "Change me". You also just have to keep in mind what you were just doing with him before.

 _Cloud took one look at Ava and could easily see just how tired she is._

 **Swift Cloud:** Listen darling you skedaddle, I'll bring Ben in soon.

 **Ava:** No I should...

 **Swift Cloud:** You've done alright darlin, but you need some shut eye. You go ahead, I've got him.

 _Ava decides to take her advice and wishes Cloud goodnight before heading off back to her quarters. For the next few moments Cloud tries soothing Ben to sleep but he still acts a little restless and starts making gurgling noises that sounds like his attempts at his first words._

 **Ben:** Ma ... m ... m ... ma.

 _Cloud sighs heavily and starts rocking the baby to sleep._

 **Swift Cloud:** "sighs" No little one ... I ... ain't your mama.

* * *

 **X-Mansion Sub-basement– Westchester – Night**

 **Cliff:** Your pulling my leg ... this is something out of those films.

 **Sarah:** For the last year, you've been exposed to aliens, sentient robots and powerful mutants. But this ... your struggling to grasp?

 **Cliff:** Vampires ... The President of these United States is making an alliance ... with Vampires.

 **Green Hornet:** It's not unheard of; apparently the US government had a similar arrangement with Dracula back in the Second World War...

 **Cliff:** Don't you tell me what happened during the war! I was all over Europe and not once did I see any of our boys shredding blood in the same mud with any long fanged, blood sucking monsters.

 **Green Hornet:** It was a real hush, hush job.

* * *

 **X-Mansion Ruins**

 _Several teams of US Army sharpshooters are in sentry positioned around certain points inside the abandoned X-Mansion in order to maintain a constant surveillance several hours of being on duty, one team notices some movement in the foliage several yards north of the Mansion._

 **US Sniper:** Agent Carter ... this is Nest 2.

 **Agent Carter:** _"Go ahead Nest 2."_

 **US Sniper:** We may have some movement, 100 yards north of our position.

 **Agent Carter:** _"Keep an eye on it."_

 **US Sniper:** Rodger that.

 _The sniper looked back again down his scope, focusing on the area where he saw the disturbance. A minute later, an explosion erupted in his line of site, he turned away to avoid the blinding flash. When we looked back done his scope he saw that black armoured Mongo troopers were now visible, some of them now incapacitated by the explosion._

 **US Sniper:** CONTACT, WE HAVE CONTACT NORTH WEST QUADRON ! SHADE TROOPERS!

* * *

 **X-Mansion Sub-Basement**

 _Cliff and the others were still discussing the recent developments when Agent Sarah Carter, burst into the room._

 **Agent Carter:** They've found us!

 _Everyone stared at the SHIELD agent for only a moment before springing out of their seats._

 **Cliff:** We're moving out people; Sarah we're gonna need Air support, Hornet ... you know what to do with the data base.

 **Green Hornet:** On it.

 _He takes out his com-link._

 **Green Hornet:** Kato, get to the server room.

 _Cliff turns to a nearby console and sent out a message throughout the rest of the base._

 ** _"All personnel battle stations ... Mongo forces have located the base ... all none combatants prepare for immediate evacuation."_**

* * *

 **X-Mansion Ruins**

 _The snipers stationed top side had already begun firing into the previously cloaked battalion of Mongo troopers trying to close distance between them. They had hoped to use stealth to surprise their enemy but they were met with their own surprise with a concealed minefield that their intelligence missed. However, despite their significant losses the Mongo troopers continue to power through and returned fire, much to the surprise of the Insurgency._

 _It didn't take for more insurgent reinforcements to arrive topside and more soldiers took up positions amongst the windows of the abandoned manor and opened fired upon the attacking force. Even famous mercenaries; Fantomex, Paladin and Bullseye provided much needed support with their legendary sharpshooter skills. Also Storm positions herself high above and uses her powers to cover the area around the mansion in a thick fog, reducing the vison of the Mongo forces while also firing lighting into groups of Mongos._

 _As one trooper stumbled around the fog to avoid any incoming fire, he trips on something solid that suddenly explodes and fire small metal spheres in all directions, killing and maiming all within its range._

 **Bullseye:** Ha! Sounds like they found the claymores.

 **Paladin:** _"Wait, since when did we have claymores?!"_

 **Fantomex:** _"Do not inquiéter yourself, ami. Just keep up the pression; if it moves, it dies and if it dies, you move on."_

 _They continued to open fire on the Mongo forces until they began to notice that the enemy have ceased their attempts to advance further towards the mansion ... but continued to hold their position._

 **Bullseye:** _"It's like shooting fish in a barrel."_

 **Paladin:** Isn't this a little too easy?

 **Fantomex:** _"Agreed, the Mongo are ... how do you say?"_

 **Bullseye:** _"Screwed?!"_

 **Fantomex:** _"Too cautious ... considering they're lesballes amongst a mine field."_

 **Paladin:** You don't think this is a distraction?

 **Bullseye:** _"For what?"_

 _Before Paladin could think of a possibility, he noticed that the fog that was providing cover was starting to fade. Also he failed to notice that he hasn't seen any lightning strikes for a while and started to worry._

 **Paladin:** Storm, can you read me? Storm!?

 **CRASH!**

 _Suddenly the ceiling of Paladins room crashes down behind him. As he looks behind him, he could see the battered body of Storm, gasping for breath underneath the debris. Before he could rush over to help, another figure dropped down from the large gap in the ceiling to land right on top of the X-Man. Over the next few moments, Paladin stared in disbelief at the dark man before he ignites his crimson blade._

* * *

 **Paladin:** _"We've been breached! All forces... AAAARRRRGGGG!"_

 _A squad of Insurance soldiers that were nearby, heard Paladins call over the comms and made their way down the corridor towards his last known location. Before they could reach him however, the door ahead of them was knocked off its hinges and hit the ground ... allowing Dusk to casually walk into the corridor and dropping Paladins broken body onto the floor._

 **Insurance Soldier:** Drop him!

 _The squad opened fired, but Dusk sprints down the corridor, leaping on and off the walls and ceiling to avoid the incoming fire. He ignited his sword and when he leapt down around them, Dusk decapitated three of them with a single swing, before immediately impaling another through the chest. Then threw the impaled soldier towards the rest of the squad, knocking them to the ground. Dusk jumped into the air and landed on one of soldiers, breaking his neck. One soldier draw his side arm and aimed it at Dusk, but he quickly sliced off the soldiers arm with his sword and grabbed hold of the gun before it hit the ground and used it to shoot the remaining squad members in the head._

 _Without a moments hesitation, Dusk ran down the corridors of the X-Mansion and continued to slaughter any members of the Insurgency that got in his way. By the time he made his way to the top of the stair case located in the main hall, he was met by both Bullseye and Fantomex at the bottom._

 **Bullseye:** Oh you're gonna regret coming into our house.

 **Fantomex:** Monsieur! Prepare to meet a most painful end.

 _Dusk only looked at them for a moment before responding in a quiet tone._

 **Dusk:** And ... you two are?

 _In that second, Bullseye opened fired with his rifle as Fantomex did the same with his twin pistols. However, Dusk leapt out of the way and landed at the bottom of the staircase. The force of the impact he caused created a shockwave that knocked the mercenaries off their feet. Fantomex quickly got back up and open fired on his target, but Dusk rushed towards him; bobbing and weaving effortlessly amongst the gunfire before striking Fantomex straight in the chest, sending him hurtling across the main hall._

 _Bullseye is back up and aimed his rife at Dusk. But before he could even pull the trigger, his target had already closed the distance between them and sliced Bullseye's weapon in half with his sword. The assassin quickly pulled out a knife and thrusted it towards Dusk, only to have his opponent grab hold of his hand and with a quick flick, breaking his wrist._

 _Bullseye cried out in pain before being flung over Dusks shoulder and landing hard on the ground. Fantomex once again opened fired on Dusk, his target only flipped out of the way. This gave Bullseye a chance to take out his throwing knifes and started tossing them one handed towards Dusk. The Emperors Hammer stopped at the top of the staircase again and used his enhanced reflexes to dodge the incoming projectiles. Until while avoiding one of Bullseyes knives, he caught it overhead by the blade and tossed it towards Fanromex, stabbing him in the leg._

 _As the mercenary dropped to the ground in pain, Bullseye had only one knife left. But before he could throw it, Dusk pushed each of his arms out towards both his enemies and the pair of them felt their bodies seize up._

 **Bullseye:** WHAT THE HELL?!

 _Slowly Dusk moved his arms, and so moving his victims against their will. As Bullseye moved closer to Fantomex, his knife arm was extended out in front of him and he impaled the mutant through the heart. As Fantomex screamed in pain, his own arm moved involuntarily and aimed his gun at Bullseyes head. The mercenary looked up to Dusk._

 **Bullseye:** Oh ... Fuck yo...!

 _With a slight flex with his hand, Dusk forced Fantomex to pull the trigger and blow Bullseyes head clean off. He then let his puppets go and gazed down at the two lifeless bodies before a squad of his soldiers entered through the front doors and stood before him._

 **Mongo Trooper:** Sir, our reinforcements are just arriving now.

 **Dusk:** Sweep the entire area. There's an entrance to the sub-Basement here somewhere ... find it and prepare to breach.

 _The soldiers saluted him and left to carry out their orders, leaving Dusk alone in the grand hall. After a minute or so, he looked up towards the corner of the room to see a security camera focused on him. He reached out and used his powers to crush the camera into pieces. Thinking to himself that those on the other end only witnessed a taste of what he will wroth._

* * *

 **A/N: Comment and Review.**

 **Thank**


	6. The Hunt Begins

**DISCLAIMER: I DO NOT own Ultimate Spider-Man or any related characters, Spiderman Noir or Pulp era characters and themes. Everything belongs to Marvel, Disney or Dynamite Entertainment ... apart from the story.**

 **In short; I don't own anything in this story.**

 **This is just for fun.**

 **Enjoy**

* * *

 **Chapter 5: On the Hunt**

 **Deep Space – Knowhere**

 _Ever since the start of the Mongo occupation of the galaxy, the scoundrel space station known as Knowhere, has proved to be a effective refuge for those desperate to seek safety from the ever expanding Mongo forces. However, not even the hollowed out remains of a long dead celestial being could hid forever. Especially since, unknown to many of its inhabitants, this location houses one of the many storehouses contain rare and powerful items belonging to the cosmic being known as The Collector._

 _After months of thinking that they were finally safe, the refugees were horrified to find a detachment of the Mongo fleet entering there space and launched an attack. Several of the local space pirate gangs tried to put up a fight, but they, like most other resistance were quickly crushed by the superior fire power of the Mongovians._

 _Soon, Mongo troops began ransacking the station, clearly on the hunt for something. Its citizens were rounded up for questioning and either executed or imprisoned. Eventually the invaders were able to narrow down their search and capture the facility they were after and held it for the arrival of their commander. It wasn't long for the Princess of the Mongo Empire herself; Princess Aura to arrive and make here way through the facility until she was face to face with her new prisoner; The Collector._

 **Princess Aura:** You're a difficult man to find ... Collector.

 **The Collector:** How dare you invade my precious sanctuary!

 _The honour guard standing behind the prisoner, prodded him with his staff and sent a shock throughout the Collectors body. After crying in pain, the cosmic entity collapsed to his knees before the Princess, allowing her tower over him._

 **Princess Aura:** Now ... be a good boy and tell me where you've hidden the stone.

 **The Collector:** I don't know what you... AHHHH!

 _He was podded again and again until the Princess commanded otherwise._

 **Princess Aura:** The Infinity Stone ... I know you already posses one and that you have information on the ones still unaccounted for. You will give them to me in the name of my father.

 **The Collector:** You ... you will never ... never be able to control there power.

 **Princess Aura:** We'll see about that shall we.

 _She continued to torture the Collector, his screams echoed throughout his sanctuary._

 _After hours of integration, Aura finally broke the Collector and imprisoned him amongst his own artefacts. She left the Collectors sanctuary holding a secure container, inside ... one of the legendary Infinity Stones. Pleased with acquiring her prize, along with information leading to the rest of the artefacts, the Princess made her way towards her shuttle, until she received a urgent message on her communicator._

 **Mongo Officer:** _"Your Highness, we examined records of the stations recent traffic and departures at your request ... and we might of found something."_

* * *

 **Elsewhere Docking Control**

 **Princess Aura:** Well what have you found?

 **Mongo Officer:** We have been looking over the manifestos for any registered vessel to make contact with the Collector, and we found this. Ship registration; 598thr5 ... it appears to be Terrain in origin.

 **Princess Aura:** Terrian? Show me.

 _The officer went over to the console at the centre of the room and activated it, after a couple of seconds a hologram for the ship is question was on display and the Princess looked confused for a moment, convinced that she had seen the vessel before but couldn't quiet place it. But then she quickly recalled where she last saw this ship and she felt a strange sensation running up her spine, something she hadn't felt before ... panic._

 **Princess Aura:** When was that ship here?!

 **Mongo Officer:** According to these records ... a standard week ago.

 **Princess Aura:** Calculate its projected course and relay the information to my ship.

 **Mongo Officer:** Already done your Highness.

 **Princess Aura:** Have you informed anyone else except for me about this information?

 **Mongo Officer:** No your Highness, your instructions were clear...

 _Suddenly the Princess drew her blaster and shoots everyone in the control room. When the final witness lies dead on the floor, the Princess makes her way back to her shuttle. Mixed feelings of anxiety, jealously and murderous intent flooding her mind, making her forget about her mission._

* * *

 **X-Mansion – Sublevel basement**

 _Thanks to the effort of the Insurgent forces above ground, they were able to buy the evacuation effort enough time to get well underway before the Mongo forces were able to breach the bases internal defensives. Mutants, Inhumans, superheroes and Insurgent forces banded together in order to repel the invaders._

 _Many Mongo troopers have already fallen while trying to push further into the base, as they were unfortunate enough to face the combined savagery of X-23 and Wolverine. Ms Marvel and Trident are helping to protect the last of the transports along with Cliff._

 **Cliff:** Sarah, how are you holding up out there?

 **Rocketeer (Sarah):** _"I've managed to slow down their reinforcements, Captain Marvel on the other hand has the attention of their larger ships, I think she's successful in preventing any kind of bombardment."_

 _The original Rocketeer quickly used his pistol to take down a couple of Mongos with headshots._

 **Cliff:** Good work, once the last transport is away, you two disengage and make your way to the rendezvous point.

 **Rocketeer:** _"what about you..."_

 **Cliff:** You worry too much ... firecracker.

 _Though she knew he couldn't see, Sarah scowled annoyingly him for referring to her by that annoying pet name he came up for her._

 **Rocketeer:** _"Rodger that."_

 **Cliff:** Hornet, are you going to be much longer?

 **Green Hornet:** _"This database isn't going to wipe itself! I've already given copies to both Agent Carter and Kato, only half each so that one doesn't compromise the other."_

 **Cliff:** Well shake a leg will you?! X ... people? What's your position?

 **Wolverine:** _"We're holding position ... you'd think these guys would back off after watching hundreds of their guys get skewered."_

 **Cliff:** Iceman, what's you're status? ... Iceman? ... Iceman!

* * *

 **Elsewhere in base**

 _Iceman struggles to support himself against the wall, too beaten and battered to respond to his com-link and staring at his opponent Dusk. The X-Man was exhausted and mustered up what strength he could and fired an ice blast towards Dusk. The dark warrior however used his powers to counter the attack, sending the blast towards a squad of Insurance troops, freezing them in the spot. Dusk then strolled forward towards Iceman and grabbed him by the throat and began crushing his neck. Iceman struggled and gasped for breath, However Dusk just lifted him if his feet and started smashing his head against the wall. With Dusks enhanced strength, it took little effort to end the young X-Mans life. When he was done, Dusk just let his victims body collapse onto the ground before turning to his men._

 **Dusk:** _"Secure this location. Leave no survivors."_

 _His troopers obeyed him, allowing him to set off further into the base. Anyone who was unfortunate enough to stand against him was quickly dispatched. Insurgence soldiers opened fired, but Dusk easily managed to avoid any impact. One soldier threw a grenade, but Dusk merely caught it and tossed it behind him before it exploded. The soldier tried to throw another one, But Dusk reacted to quickly and used his powers to pull the pin out of a grenade still attached to the poor guys belt. Before he had a chance, the grenade went off, killing the whole squad._

 _Hornet watches this carnage through the surveillance system and realised that the mysterious figure was heading straight towards the hanger. Puzzled by the enemy's seemingly familiarity with the layout of their base, Hornet jumped into action and contacted Cliff._

 **Green Hornet:** Rocketeer Sr, you've got a problem.

 **Cliff:** _"Your damn right I've got a problem if you keep calling me that!"_

 **Green Hornet:** You've got Mongo forces heading your way. They're being led by some new player and he's not taking prisoners. You better get going now, there's no time left.

 **Cliff:** _"Copy that, get back to the hanger after your finished with the database."_

 **Green Hornet:** Understood, sending Kato and Carter ahead of me.

 _He turns off his com-link just as his programme finished wiping the Insurgency database while at the same time copying the whole system onto two specially designed memory sticks. Hornet ejects both of them from the computer before turning to his allies Kato and Agent Carter._

 **Green Hornet:** Listen carefully, I've divided the database on these two encrypted memory sticks. The information on one wont compromise the one on the other, and I'm entrusting one to each of you ... these cannot fall into Mongo hands.

 **Agent Carter:** Understood.

 **Kato:** What do you mean "ahead of you"?

 **Green Hornet:** I'm going to hang about for a little longer.

 **Kato:** Like hell you are!

 **Green Hornet:** Don't argue with me Mulan!

 _The two of them just stare each other down for a moment before Carter started to get a little uncomfortable._

 **Agent Carter:** I'll give you two a moment.

 _The SHIELD agent quickly left the mainframe, leaving the two Leaguers alone._

 **Green Hornet:** Mulan ... I need you to do this, your the only one I fully trust to protect this information and get it to Fury.

 **Kato:** So why are you staying behind?

 **Green Hornet:** To buy you and the others enough time to get out of here.

 _Kato wasn't fully sold on this, she knew he was right but she didn't want to risk losing her lover after everything they've been through over the last year. But Hornet just gently took hold of Kato and pulled her into a soft embrace._

 **Green Hornet:** I'll be right behind you ... I promise.

 _Kato pulled Hornets head close so she can kiss him firmly. When they pulled apart, Kato hurried over the door but looked back to Hornet before she left._

 **Kato:** I love you, and you better keep your promise.

 _Hornet looked on after she left, now feeling slightly morbid ... he hated breaking his promises to her._

* * *

 **Danger Room**

 _Dusk and his forces had managed to make their way further into the base. The Insurgency was giving up more ground as Dusk decimated their forces. Several Insurgence soldiers had managed to lead Dusk and his men into a large dark chamber, but managed to escape through to the other side before the door sealed behind them, along with the door at the far end ... trapping the Mongovians inside._

 **Dusk:** _"How cute."_

 _Suddenly his unique sense alerted him as the chamber lit up and several training traps suddenly activated all around the Danger room. Large flexible metal wires protruded from the walls and managed to grab hold of a few unsuspecting Mongo soldiers and flung them across the room. Dusk managed to avoid their grasp by cutting them down as they approached._

 _Next the floor at the centre of the room opened up and a massive set of rotating arms emerged from below and spun round, knocking more of Dusks troopers to the ground. But not Dusk himself, he instead leapt into the air and landed on the centre of the contraption and used his strength to smash the mechanism inside and causing the trap to collapse._

 _Dusk looked up at the control room above and could just make out a figure managing the controls. Suddenly a voice came through a speaker and echoed through the room._

 **Green Hornet:** "Your quiet a nimble little nuisance, aren't you?"

 _For a moment, Dusk thought he recognises the voice. But suddenly several turrets activated all around the Danger room, locked onto their target and opened fired. Dusk easily navigated his way around the energy blasts, while more of his troopers were take down, leaving him to be the only one left to face the challenges of the Danger room._

 _Back up at the control room, Hornet continued to activate more traps to take down his target. He couldn't help but be impressed buy the skills demonstrated be the dark warrior, in fact ... it reminded him of one of his old friends, who he believes died during the invasion._

 **Green Hornet:** _"Its been fun, but this has gone on long enough. Time to get **stung**!"_

 _Stung? Stung! That word echoed inside Dusk's head as it made him realise that he does recognise that voice ... it was his, a former ally ... a former ally who should be dead. A burst of rage had now engulfed Dusk and he let out a cry before lifting up one of the broken metal arms from one of the traps and hurled it up towards the control room._

 **Green Hornet:** Oh boy!

 _Luckily Hornet managed to rush out of the room right as the debris smashed through, destroying the entire front side. Dusk leapt up towards the newly created space to the control room and gave chase to Hornet._

* * *

 _Meanwhile back in the hanger, the last of the transports were ready to leave. Cliff waited outside his transports open hatchway while the rest of the of his forces are inside ... except for two. Both Kato and Agent Carter hadn't arrived yet and Cliff held off the remaining Mongo forces until they did so._

 _It didn't take too long for the pair of them to arrive at the hanger, just as Cliff killed several enemy troops with his pistol, giving them a clear path to the transport right as it began to take off._

 **Cliff:** GET IN HERE!

 _Kato and Carter hurried over to the transport as it was taking off, Kato managed to take advantage of her impressive athletic abilities to leap onto of some nearby equipment and lunge up towards Cliffs out reached hand and grabbed hold, letting Cliff pull her inside._

 **Kato:** COME ON CARTER!

 _The SHIELD agent was getting closer to the open hatchway, until suddenly more Mongo troops came into view and open fired in their direction. An energy blast managed to clip Carter on the shoulder and knocks her to the ground._

 **Cliff:** CARTER!

 **Agent Carter:** GO!

 _She got to her feet, drew her blaster and open fired at the Mongo troopers as she made her way to find a different way out for herself. Meanwhile the transport continued to take off and Kato quickly turned to Cliff._

 **Kato:** We can't leave yet!

 **Cliff:** Are you off your head?

 **Kato:** Hornets not here yet, he's right behind us!

 **Cliff:** You must be joking!

 **Kato:** We are not leaving him!

 _She was right up in Cliffs face and refused to back down, Cliff scowled and made his way over to the cockpit to talk to the pilot._

 **Cliff:** Double back round once ... then get us out of here.

 _The pilot agrees and heads back to Kato._

 **Cliff:** He gets 5 minutes.

* * *

 **Sub-basement Hallway**

 _Hornet frantically speeds his way down the corridors of the base, while trying to avoid enemy forces. However he ran straight into a squad of troopers after turning a corner, and they open fired. Thinking quickly, Hornet activated his watch, which created an energy shield Hornet holds to protect himself. After soaking some fire, Hornet reaches into his coat and pulls out his double barrel desert eagle and used it to kill several troopers in front of him._

 _A few Mongos showed up behind him, but Hornet was quick enough to take them down. He then holstered his weapon and pulled out a small marble-like device, he activated it and tossed it over the to of his shield and it exploded when it landed at the feet of the troopers ahead of him._

 _When the path was clear, Hornet continued to make his way towards the hanger. After dealing with a few more enemy troopers, he finally reaches one of the hanger entrances, only to find the mysterious dark warrior blocking his way._

 **Dusk:** _"How are you still alive?!"_

 **Green Hornet:** Hornets are notoriously annoying to get rid off.

 _Suddenly Dusk sped forward with his sword drawn and slashed at Hornet, but the Leaguer was able to pull out another gadget of his; an extendable electric baton and uses it to block his attackers efforts. However he could feel the sheer strength of his opponent nearly knocking him off his feet._

 **Dusk:** _"You were suppose to be on board!"_

 **Green Hornet:** What?

 **Dusk:** _"THE SHIP! You were on board the Ranger 3 when it was destroyed!"_

 **Green Hornet:** How did you...?

Dusk: _"Who else survived ... did she...?"_

 _His opponent seemed distracted right then and Hornet quickly took advantage by activating the gas dispenser concealed in his wrist. He sprayed his Hornet gas into Dusks face, blinding him momentary and causing him to back off. By the time Dusks vision refocused, he heard a beeping noise and looked down to see a device clinging to his chest. Suddenly the device sent a massive current of electricity throughout his body, paralyzing him and causing immense pain. Hornet took this as his chance to make a run for the hanger. For a moment he thought he was too late, the hanger was empty of any transport and all that was left was a whole platoon of enemy troops._

 **Green Hornet:** Ah ... crap.

 _Before the Mongovians could engage, they were suddenly taken down by gunfire from a transport descending back down into the hanger. When it was low enough, its hatchway opened to reveal Kato and Cliff leaned out._

 **Kato:** Get moving!

 **Green Hornet:** (chuckling) Yes dear.

 _He ran up to the lowering transport, and jumped inside to embrace Kato. But then it started to shake violently, as if it was fighting against something. Next the vessel seemed to be engulfed by a red energy that began slowly crushing the hull._

 _Hornet looked around the hanger until his eyes fell upon the Dark figure he was facing before. Standing several feet behind him, with his hand held up towards the transport, preventing it from leaving._

 **Kato:** Who the hell is that?

 **Green Hornet:** Someone we should keep far away from.

 _Dusk moved closer to the transport as it continued to break apart, Hornet looked back to Kato and made his choice. He gave Kato a passionate kiss before leaping out of the transport to tackle Dusk to the floor, realising their transport from Dusks grasp._

 **Kato:** LUKE!

 _The transport continued to rise out of the hanger as Hornet struggled with Dusk. Unfortunately Dusk got the upper hand and started beating Hornet into the ground with his fists._

 **Dusk:** _"YOU COWARD! YOU TRAITOR!"_

 **Green Hornet:** Who ... who are ... you?

 **Dusk:** I am your twilight, your undoing ... I bring the Dusk of your end.

 _Hornet started chuckling through the pain he was feeling, which caught Dusks attention. The Mongo Commander grabbed Hornet by the throat and picked him up off the ground._

 **Dusk:** What?

 **Green Hornet:** Nice speech ... would have like to have thought of a witty comeback to that. But ... lets just get this over with.

 _Only then did Dusk started hearing several beeping noises coming from his coat. He ripped open Hornets coat to reveal that the entire inside lining was covered with several of Hornets small explosive marbles._

 **Green Hornet:** I don't know who you are ... but go fu...

 _Hornets devices exploded, taking the entire hanger with him and his opponent. The Insurgence transport managed to get away in the nick of time and made it out of the blast radius. As the dust eventually settled, more Mongo troops arrived to search the area. Suddenly a pile of debris shifted and Dusk emerged from the wreckage, clutching Hornets scorched mask in his hand as a couple of troopers approached him._

 **Mongo Trooper:** My Lord, are you alright?

 _Dusk merely walked past the troopers and gazed up into the now clear sky above him, until he found the transport in the far distance._

 **Dusk:** Run, cowards, run. You are merely delaying the inevitable.

* * *

 **A/N: Comment and Review.**

 **Thanks**


	7. A Distant Memory

**DISCLAIMER: I DO NOT own Ultimate Spider-Man or any related characters, Spiderman Noir or Pulp era characters and themes. Everything belongs to Marvel, Disney or Dynamite Entertainment ... apart from the story.**

 **In short; I don't own anything in this story.**

 **This is just for fun.**

 **Enjoy**

* * *

 **Chapter 6: A Distant Memory**

 **X-Mansion – Westchester – New York**

 _Amongst the smouldering remains of the once grand institute, several of the once proud members of the X-Men lie buried under burning debris, along with their fellow Insurgence fighters. The Mongo forces that attacked, remained behind long enough to make several sweeps of the surrounding area before finally abandoning the mass grave they had created._

 _Now roaming around the battle scarred grounds; MJ, along with her squad mates search the area for any information regarding how this devastating attack had accord. Now MJ find herself inside the nearly collapsed manor and begins moving through the hallways, and every time she came across a fallen Insurgence soldier or ally, she removes their masks and helmets before taking a picture of them with her smart phone._

 **Slater:** Why does she always do that? She knows the boss thinks its a waste of time.

 **Belle:** She's wanting to document everyone who has fallen in this war, every soldier, every hero, every civilian she comes across she takes a picture of ... hoping it will one day bring peace to any loved ones they have.

 **Slater:** Then she's going to need a lot more memory than in that phone.

* * *

 _Next the Punish Squad made their way, repelling down ropes towards the sub-basement. Their wasn't much left of this place either. After examining some of the remains of their fallen allies, they started to piece a few things together._

 **Dunn:** Look at this ... these injuries are consistent with Mongo Troopers, but these ones ... these are new. They weren't killed by troopers, the wounds seemed to be made by some kind of blade.

 _Whitter makes his way towards the Danger Room to examine the damage inside._

 **Whitter:** Who could have done this!

 _Both Slater and Belle are in the ruined Hanger and swept he whole area, only to find Hornets mask amongst the wreckage._

 **Slater:** Hey, look at this ... doesn't this belong to...?

 **MJ:** Luke!

 _Suddenly Slater had the mask snatched out of his hands by MJ, who looks down at the mask, caressing it with her fingers._

 **MJ:** No...

 _She started to sob quietly, then Slater walked up to her and gently placed his hand on her shoulder._

 **Slater:** I'm sorry kid.

 **MJ:** Oh Luke ... who did this to you?

* * *

 **New York City – Uptown**

 _The streets of the city have never been so quiet, the normal busying rushing around by people and vehicles is now only a memory. Most of the population of this once great metropolis had fled to hide in more rural areas while those unable to remain in their homes, too afraid to venture out. Cars abandoned for miles around, trash and filth litter the ground and the debris damage from the invasion still freshly scared into the surrounding structures._

 _Mongo patrols scowler the streets while automated sentries surround the skyline, making it difficult for most people to manoeuvre around without being noticed ... but SHIELD Agents aren't most people. Agent Carter navigates her way through the back alleys to remain out of sight of the occupation forces, she needed to make her way to an old safe house and off the streets for a while before she can rest._

 _After narrowly escaping the attack on the X-Mansion, she has been on the move non-stop and now exhausted. She has to get to the President as soon as possible but now that she's on her own it will be difficult. After narrowly avoiding several patrols, Carter takes a breather behind a trash bin. But suddenly a bright light shines down on her and she looks up to see several sentries hovering above her._

 **Mongo Sentry:** _"Freeze! You are in violation of curfew ... prepare to be..."_

 _The SHIELD Agent drew her blaster and shot down the sentry closets to her and fled just as it smashed into the ground while the remaining sentries gave chase, signalling their location for reinforcements. Unfortunately for Carter, her pursuers caught the attention of the worst person possible. Carter continued to open fire behind her as she kept her distance form the sentries, taking another one down just as she ducked into a nearby building to lose the remaining pursuer. She quickly slams the door behind her and listens closely to know when the coast is clear, but it doesn't seem like it will be._

* * *

 _It wasn't long before a few Mongo transports arrive in the nearby area and Mongo troops flood the streets while securing the entire block. The last transport opened up and Dusk descended down the ramp, accompanied by two guards. A few moments later, a single trooper approached him._

 **Mongo Trooper:** A Human fitting a military description was last scene in this area, my Lord. We've already begun searching the nearby buildings, but nothing to report so far.

 **Dusk:** _"Double your search ... find them."_

 **Mongo Trooper:** Yes my Lord.

 _He salutes Dusk and leaves. Meanwhile the Emperors Hammer slowly strolled around the local area, just as a heavy rainfall started ... this is the first time he had seen these streets in what feels like a lifetime. The once blight lights, now dead. The busy noise, deathly silent. It wasn't long before Dusk stopped in his tracks, something had caught his eye and suspicion. He turned round to see that he was now standing right outside an old looking building, damaged by the attack but still standing. The once large illuminating words above the buildings entrance are now dead that once read ... The Cobalt Club._

 **Mongo Trooper:** My Lord...?

 **Dusk:** _"Wait here."_

 _He left his escort behind as he entered the building._

* * *

 **The Cobalt Club**

 _Dusk found himself inside the entrance lobby, the once welcoming place in the club, now in ruins. Furniture smashed, wall decorations torn down and the freezing cold engulfs all around Dusk ... who doesn't seem to feel it._

 _He quietly scans the area before venturing further into the club, after opening the main doors, Dusk slowly walks into the grand main floor. Just like the lobby outside, the main floor was in tatters; tables lying topside, chairs smashed and the decor in ruins. He slowly moves around the room, until he stops in front of a small booth near the main stage._

* * *

 **(Flashback – 3 years ago)**

 _The Cobalt Club is once again lively on a Friday night, filled with all the top movers and shakers of the city; from politicians, multimillionaires like Stark, Hammer and Intellectuals like Hank Pym and several others. Peter navigates around the room, playing host to everyone, shaking hands and talking with friends. The band playing on stage; "Postmodern Jukebox" performs a wide variety modern songs in the style of 1930's Jazz, which proved to be a hugely popular with the clientele._

 _After speaking with his friends and fellow Leaguers Kit, Luke, Mulan and MJ at one table, he comes over to see his friend Johnny Storm and his family/teammates; the Fantastic Four._

 **Peter:** Johnny!

 **Johnny:** Peter!

 _The two of them shook hands and Peter joined the superhero explorers at their table._

 **Peter:** Hope your having a good time, I heard you guys were in Latveria last week?

 **Reed:** Yes, Johnny and I were their on behalf of the U.N, trying to smooth somethings over with the Doominion.

 **Johnny:** Nothing we couldn't handle, Web-head. Now we're just making us of some down time.

 **Peter:** So glad you could make it.

 _The Thing just shrugged his shoulders and grunted._

 **Peter:** Something I said?

 **Reed:** No Peter, Bens just upset since he wanted to catch the game, Johnny was insisting we come here.

 **Peter:** Really? Didn't know you cared so much.

 **Johnny:** Don't flatter yourself bug-boy, I'm here for... another reason.

 **Susan:** Johnny's in love.

 **Johnny:** Sis!

 **Peter:** Ah man, with who?

 **Susan:** With one of your acts playing tonight.

 _Peter looked over to the band with a puzzled expression._

 **Johnny:** Not one of them, Web-head. I'm talking about...

 _Suddenly the band stopped playing, followed by an applauds from the audience. Then the lights dimmed and a spot light focused on the curtains at the back of the stage. Music started to play followed closely by soft chorus._

"Betcha never, never ever  
Betcha never, never ever"

 **Johnny:** Shush! Its her!

 **Peter:** Wait! Were you talking about...?

 **Johnny:** Shush!

 _Suddenly the curtains pulled back to reveal a certain beautiful woman in a stunning silver dress, dark hair held up in a stylised fashion, walking to the front of the stage, taking hold of the microphone stand and started to sing in a melody that Peter has come to fall in love with._

 **Ava:** "Don't tell me that you don't like  
Anything about me  
I've seen it in your eyes that look  
You think that I don't notice?  
Don't hide what you feel inside baby  
I can feel the same  
Whatcha do is up to you  
So maybe you should try again  
Or maybe you just fade away"

 **Ava:** "Betcha never, betcha never  
Betcha never thought we'd get this far  
Betcha never, never ever"  
"Betcha never you'd touch my heart  
Betcha never betcha never  
Betcha never thought I'd surrender  
Betcha never thought you'd ever get with me  
I betcha never thought about it"

"Betcha never, never ever  
No, no, no  
Betcha never thought about it"

 _The entire audience was enthralled by Ava's talented singing. All Peter could do is stare at his lover as she performed onstage. About a month ago, one of the clubs acts had cancelled at short notice and Peter had the mad idea of Ava standing in instead, especially knowing the type of voice she had. It took some persuading but she eventually caved in and did it. She was an instant hit, popular with the clientele and she herself enjoyed it. Ever since then she performed once a week at the club ... and Peter listened every time._

 **Ava:** "Betcha never, betcha never  
Betcha never thought we'd get this far  
Betcha never, never ever  
Betcha never you'd touch my heart  
Betcha never betcha never  
Betcha never thought I'd surrender  
Betcha never thought you'd ever get with me  
I betcha never thought about it"

 _Unmistakably, Ava tilted her head to gaze directly at Peter ... this was his favourite part, knowing that it was meant only for him._

 **Ava** : "Betcha never, betcha never  
Betcha never thought we'd get this far  
Betcha never, never ever  
Betcha never you'd touch my heart  
Betcha never betcha never  
Betcha never thought I'd surrender  
Betcha never thought you'd ever get with me  
I betcha never thought about it"

 _The band ended with their crescendo and the audience erupted into applause, Johnny the enthusiastic of them all. Ava took her bow and left the stage._

 **Johnny:** That's it, I'm asking her out.

 _Peter sharply spun his head towards Johnny._

 **Peter:** It wont happen.

 **Ben:** Yeah, that girl is way out of your league.

 **Johnny:** 100 bucks says she's interested in the Human Torch himself.

 **Peter:** Done ... here she comes.

 _He nodes over to where Ava is walking out from backstage and heading towards their table. Johnny starts smartening himself up as Ava got closer. He quickly stood up to speak to her, but before he could say a single word, she pushed past him and went straight for Peter, sits on his lap before kissing him softly. Johnny looked like he was slapped hard while the rest of the FF stifled their giggling as best as they could._

* * *

 _ **(Flashback ends – Present day)**_

 _Dusk continues to stare at the table for a few moments before quietly moving off to continue his search. Meanwhile, looking down from the upper floors, Carter examines her pursuer closely, trying to gather as much information as she can about this new player._

 _Dusk moves across the room towards the main staircase, before once again stopping at another table. This table was different, it was once his own private table; where he would entertain friends and enjoy his nights at the club. He had celebrated birthdays, holidays and so much at this table but more importantly, It was also the very spot he asked Ava to marry him. He remembered how happy he was at that moment._

 _He continued to make his way up the main staircase to the upper floor, until he heard movement coming from nearby. He quickly sped his way around the upper floors until he eventually found himself in front of his old office. Dusk slowly opened the door and entered, he never use to spend too much time here, normal he preferred to be out on the floor. It seemed like everything was still here and looked mostly untouched, especially his desk. He walked up to it and looked closely at its surface, before noticing a framed picture placed facedown. He picked it up and looked at it closely; it was a picture of him and Ava, taken on their first anniversary. Dusk refused to tear his eyes away, it had been so long since he had a clear image of his wife, for some time he even struggled to remember what she even looked like..._

 _"What's taking so long?"_

 _Dusk spun round, his blade drawn, but staggered when he say Ava standing in front of him._

 **Dusk:** _"What?"_

 **Ava:** _"Everyone's waiting downstairs, its difficult to celebrate a birthday without the birthday boy."_

 **Dusk:** _"Ava? Is ... is that you?"_

 **Ava:** _"You were expecting some other girlfriend?"_

 _She walked up to him and placed her arms around Dusks neck._

 **Dusk:** _"Is this real?"_

 **Ava:** _"Yeah ... you and me, young and in love. Face it Peter, you hit the jackpot."_

 _The two of them held each other in the others embrace, Dusk never wanted to let go again."_

 **Ava:** _"Oh, they started early. I asked the band to play our song ... you know the one."_

 _Dusk couldn't hear anything but he didn't care, he was lost in his memory._

 **Dusk:** _"Dance with me."_

 **Ava:** _"What?"_

 _He gently pushed her back and took the lead in dancing with Ava, stepping around the room. She playfully resisted at first but it wasn't long before she succumb to his efforts and allowed him to continue, resting her head on his shoulder._

 **Dusk:** _"I don't know what this is, and I don't care. I think about you, Ava. Every minute of every day."_

 **Ava:** _"You can be so cheesy at times ... that's why I love you."_

 **Dusk:** _"I mean it."_

 **Ava:** _"Just shut up and hold me."_

 _The two of them continued to dance until Dusk tried to stroke Ava's cheek with his hand, but before he could touch her, his wife just disappeared from his arms, leaving him alone._

 **Dusk:** _"No..."_

 _Was this a trick, was he going mad?_

 **Dusk:** _"No!"_

 _Or was this her memory torturing him?_

 **Dusk:** _"NO!"_

 _He drew his blade and started trashing his entire office ... no not his office, the office of a dead man._

 **Dusk:** _"AVA!"_

 _He began smashing the desk with his sword, chunks are sent flying everywhere due to the sheer force Dusk puts into each blow. He picked up broken bits of furniture and flung them around the room and even out the office windows, which attracted the attention of some of his forces outside. Once Dusk had stopped to contain his rage, he heard movement from outside and went to investigate. As he made his way back to the main hall, he quickly noticed someone trying to slip out from behind the stage curtains. The Emperors Hammer leapt down off the upper balcony and landed on the ground. Before his target could react he reached out with his hand and used his cosmic powers to pull Agent Carter off her feet from her hiding spot and fly straight towards him, helpless to stop Dusk from grabbing her by the throat._

 **Dusk:** _"So glad you could make it?"_

 _The SHIELD Agent tried to struggle but was completely overpowered by her captors strength. Quickly a squad of Mongo Troops rushed in from outside._

 **Mongo Trooper:** My Lord...

 **Dusk:** _"Take her to my ship ... I'll be out shortly."_

* * *

 **Cobalt Club Exterior**

 _A short time later, Dusk excited the building and was approached by one of his troopers._

 **Mongo Trooper:** My Lord, we've searched the prisoner and found this ... some kind of data cashe.

 _He holds up the memory stick for Dusk to take._

 **Dusk:** _"Very good, transport the prisoner to the Spectrum and Trooper..."_

 **Mongo Trooper:** Yes, my Lord?

 _Dusk turned to face the buildings entrance again and looked up the sign one last time before giving his order._

 **Dusk:** _"Burn it!"_

 _The trooper obeyed and within seconds several of his comrades, armed with flamethrowers approached the building in line and proceeded to burn the place down. The flames quickly engulfed the building and Dusk just stood and watched never turning his gaze away from the destructive sight before him ... while clutching in his hand the only thing he salvaged from this place; a picture of happier times. Unbeknownst to him, he wasn't the only one witnessing the sight. Several blocks away, from the top floor of a multistorey car park, MJ stares down the scope of her rifle with the new dark figure in her crosshairs._

* * *

 **A/N: Comment and Review**

 **Thanks**


	8. Cat and Mouse Pt

**DISCLAIMER: I DO NOT own Ultimate Spider-Man or any related characters, Spiderman Noir or Pulp era characters and themes. Everything belongs to Marvel, Disney or Dynamite Entertainment ... apart from the story.**

 **In short; I don't own anything in this story.**

 **This is just for fun.**

 **(Prosp88): Hey Guys, sorry for the shortness of this chapter but I've been struggling to find the time to write these chapters. Anyway I wanted to let you guys know that my other project (James Bond: Vargr, Voice Dubb) Is up on YouTube now. The first few episodes are already up and Ep3 should be ready by next week. Please go to my YouTube channel "One Shot Entertainment" to see its contents. Link will be included in chapter and FF page**

 **Link: channel/UCUuxythngvNye8hoenqWX7Q**

 **Enjoy**

* * *

 **Chapter 7: Cat and Mouse Pt 1**

 **Deep Space**

 _With the data they acquired from the captured mongo vessel, the Ranger 3 had been able to uncover the routes and patrol patterns of the Empires fleet and use this information to find clear paths through space. But with the crews recent visit to Knowhere and help from the collector, they now have narrowed down the possible location of the so called hidden fleet; a collection of surviving warships from the tattered military remnants of the galaxies superpowers._

 _After weeks of searching the endless void of space, the Ranger 3 eventually came across a lone vessel in distress, under attack from two Mongo attack ships. The Ranger 3's commander, Buck ordered his ship to engage the enemy forces; this would be the first head to head fight that the Ranger 3 would be put through ... no surprise attacks or cleaver ruses._

 _The Ranger 3 open fired upon one of the Mongo ships, but its shields held up. The enemy disengaged their attack on the previous target and turned their attention towards the Ranger 3. One of the Mongo ships fired at the human vessel, but the Ranger 3 proved to be too fast and nimble to get a lock on. The other attempted to out flank the Ranger 3, but the ship was a lot faster than it appeared to be. The Ranger 3 open fired again to try and wear down the Mongo ships shields, unfortunately they took a direct hit on their starboard side._

* * *

 **Ranger 3 – Bridge**

 **Buck:** Damage report ... Now!

 **Theo:** _"Hull damage to sector 2, fire outbreak has been contained"_

 **Buck:** Lt. Deering, take us about; point 209!

 **Lt. Deering:** Aye, aye Captain.

 **Twiki:** I have one vessel locked in.

 **Buck:** Fire!

 _The Ranger 3 once more open fired on one if the ships, this time punching through its shields and landing a direct hit ... destroying the Mongo ship. The remaining vessel returned fire and mange to strike one of the Ranger 3s engines._

 **Buck:** Mr Scot, tell me that was just a scratch to the engine?

 **Agent Joe:** _"It's ball hair away from useless, Captain ... and gonna stop calling me that yer arsehole!"_

 **Buck:** Naughty, naughty temper.

 **Lt. Deering:** Captain, enemy ship dead ahead.

 **Buck:** Steady our course. Wait for my mark, Mr Twiki.

 **Lt. Deering:** Captain?

 **Buck:** Trust me Wilma.

 **Lt. Deering:** Aye, sir.

 _The two vessels were heading straight for each other on a collision course. Neither one giving space for the other. Over the next tense several moments, everyone on-board the bridge was starting to lose their nerve ... all except Buck._

 **Lt. Deering:** Captain?!

 **Buck:** Hold.

 **Agent Anthon:** Captain!

 **Buck:** Hold!

 **Agent Joe:** _"... I hate you Captain."_

 _Both ships were on immediate impact with one another, however in a split second the Mongo ship altered its course and attempted to fly over the Ranger 3 ... exposing its underside._

 **Buck:** Fire!

 _The Ranger 3 open fired and struck the enemy vessels underside ... completely destroying the vessel. It exploded just as the Ranger 3 maneuverer out of its blast radius. When the battle was over, the Ranger 3 docked with the ship it saved and with the help of each other with repairs and medical assistance. It seemed that fortune was on their side once again, as the captain of the alien ship had some extremely vital information to share._

* * *

 **Ranger 3 – Meeting Room**

 **Shadow:** Fortune favoured us today indeed. Fate decreed that our paths are intertwined.

 **Buck:** If by that you mean they too were looking for the fleet, only they have a more precise location. Then yes ... you could say that.

 **Phantom:** So this nebula is where these guys ... Lizards, anyways this is they were heading towards?

 **Buck:** Apparently so, they use it to camouflage themselves from the enemies sensors. We probably would have flown right past them if we didn't know they were there.

 **Swift Cloud:** So how far are we from reaching this wide blue yonder?

 **Buck:** ...?

 **Ava:** How long before the ship is repair and we reach the nebula?

 **Buck:** I'm told maybe an hour, two at the most before repairs are complete. Meanwhile I've got some guests to entertain. Never thought I'd met a Badoon.

 _Buck and the others get up and leave the conference room, leaving only Ava by herself to lean back in her chair and let out a small sigh of relief._

* * *

 **Bridge**

 _About hour and half later, everything seemed to be ready and back online. The Badoon crew had returned to their own vessel and ready to disconnect from the Ranger 3 and prepared to continue with them along the rest of the journey. Both Anthon and Buck enter the bridge._

 **Buck:** Good people. Never thought a warrior race like them would be so kind.

 **Anthon:** I think it's more out of honour for saving them.

 **Buck:** Maybe.

 **Anthon:** I'm just grateful the shield and weapon upgrades.

 **Buck:** Man your station.

 **Anthon:** Aye sir.

 _Anthon takes his station as Buck sits in the captains chair._

 **Buck:** What of the Badoon's?

 **Theo:** The last of them have returned to their ship, and that they look forward to joining us at the nebula.

 **Buck:** Scale the air locks make ready for separation.

 _Just as the two ships started to separate from each other, Anthon noticed a strange readings from his console._

 **Agent Anthon:** Captain, I've got something here.

 **Buck:** What is it Anthon?

 **Agent Anthon:** I think its another ship?

 **Buck:** On screen.

 _The ships holo-screen appeared at the front of the bridge, revealing the vastness of space before them. It wasn't long before another ship did come into view, a vessel unlike any of the crew had seen before ... save for one._

 **Buck:** Do we have an I.D. it?

 **Lt. Deering:** Nothing on record.

 **Agent Anthon:** Sir ... I've seen a ship like this before!

 **Buck:** You have, .. were?

 **Agent Anthon:** The Serpinator ... a Mongo predator class. It was ... it was at the head of the Mongo fleet that attacked Earth. But this one has different markings.

 **Buck:** Red alert, all hands to battle stations. Contact the Badoon, inform them of that ship.

* * *

 **The Rising Eclipse – Bridge**

 **Mongo Ensign:** Your Highness, we've located the human vessel, but its not alone. Another ship is in close proximity to it.

 **Princess Aura:** Destroy it ... I have no interest of letting anyone getting between me and my prey.

 _Upon her command, the Rising Eclipse had open fired upon the Badoon vessel. Its superior fire power tore through the ships hull, cracking it open like an egg. Back on board the Ranger 3s bridge, the crew looked on in horror as their new friends were disintegrating into nothing._

* * *

 **Ranger 3 – Bridge**

 **Buck:** Emergency maneuverers! Wilma get us out of here!

 **Lt. Deering:** On it!

 _The Ranger 3 raced off away from its current position and head straight towards the nebulas coordinates while the Rising Eclipse gave chase. The Mongo predator open fired upon the Ranger 3, though the human vessel was fast, it had never gone up against a ship like the Rising Eclipse before. No matter what manoeuvre Lt. Deering tried in order to stay ahead of their pursuers, the Princess remained close on their tail._

* * *

 **The Rising Eclipse - Bridge**

 **Princess Aura:** Target their weapons and shields, I don't want the ship destroyed.

 **Mongo Ensign:** Roger that, Your Highness.

 _The next volley of shots fired from the Princesses ship had struck true to her target._

* * *

 **Ranger 3 - Bridge**

 **Buck:** Report?

 **L.T Deering:** We're losing power to the engines. I'm not sure how much longer we can keep up this speeds.

 **Buck:** Twiki ready to fire torpedo's full spread.

 **Twiki:** Aye, sir.

 **Buck:** FIRE.

 _Ranger 3 fire several torpedo's, all miss._

* * *

 **The Rising Eclipse - Bridge**

 **Princess Aura:** Pitiful. .. Attack pattern Alpha sigma.

 _The Rising Eclipse fly's close above the Ranger 3 firing several bolts down on them._

* * *

 **Ranger 3 - Bridge**

 **Theo:** We are losing dorsal shields

 **Buck:** Full rotation to port, fire all ventral disrupters

 _The two ships trade fire._

* * *

 **The Rising Eclipse - Bridge**

 **Princess Aura:** Use the Pulse Cannon, now!

 _Upon her command, the Rising Eclipse unleashed a power concentrated EMP blast towards the Ranger 3. As it struck carefully calculated points on the ship, several key systems instantly shut down ... leaving the Ranger 3 to drift into space._

* * *

 **Ranger 3 – Bridge**

 _Both Shadow and Phantom rushed their way onto the Bridge as it was engulfed on chaos, warning lights and sirens were deafening the panicking crew while their captain attempted to retain some order._

 **Buck:** Status report!

 **Twiki:** Sir, engines are dead, weapons are disabled and shields are gone ... we are defenceless.

 _Bucks access the com on his chair._

 **Buck:** All hands make ready to repel boarders.

 **Phantom:** We're sitting ducks, what's to stop them from just blowing us to pieces?!

 **Buck:** The Ranger 3 is completely out classed by that ship ... if they wanted us dead they would have destroyed us rather than disable us.

 **Shadow:** Something more is afoot here.

 **Phantom:** Gee, ya think?

 **Shadow:** I often do boy ... I suggest you try it more.

 **Agent Anthon:** Captain, our communications are still operational...

 **Buck:** That's nice but it's a bit late to call for help Anthon...

 **Anthon:** No sir it's just ... we're being hailed.

 _Most of the bridge went quiet at this news._

 **Buck:** On screen.

 _As ordered, the bridges hollow screen reappeared. Only this time it showed the face of the commander of their pursuers; the Princess of Mongo herself._

 **Princess Aura:** _"Captain ... may we converse in your ready room?"_

* * *

 **A/N: Comment and Review**

 **Thanks**


	9. Cat and Mouse Pt2

**DISCLAIMER: I DO NOT own Ultimate Spider-Man or any related characters, Spiderman Noir or Pulp era characters and themes. Everything belongs to Marvel, Disney or Dynamite Entertainment ... apart from the story.**

 **In short; I don't own anything in this story.**

 **This is just for fun.**

 **Enjoy**

* * *

 **Chapter 8: Cat and Mouse Pt 2**

 **Deep Space – Ranger 3 – Ready Room**

 _The commander of the Ranger 3, Buck Rodgers, cautiously enters his ready room only to be taken by surprise by finding Princess Aura herself sitting in his chair._

 **Buck:** How on Earth...?

 _Before he could finished, the princess stood up calmly and walks through the table, as if it wasn't even there. Her holographic form flickers as she passes through it._

 **Princess Aura:** Greetings captain, I am Aura; Crown Princess of the Mongo Empire.

 **Buck:** Captain William Rodgers of Earth? So now that we've got all the niceties out of the way, after blowing up half my ship ... What is it you want?

 **Princess Aura:** I can clearly destroy you at anytime. Allow my men to come aboard and search your ship.

 _Buck scoffs at her as he walks past her._

 **Buck:** I'd sooner destroy this ship myself, before handing it over to you?

 **Princess Aura:** You would really sacrifice the lives of your crew so easily.

 **Buck:** To keep them from being captured by the pikes of you? Immediately and without hesitation.

 _The princess stared at the captain, sizing him up. He showed such conviction and determination that it amused her ... these humans really are a different breed all together._

 **Princess Aura:** I care little for your ship Captain, and as for your crew...

 _She waved her hand in front of her, as the familiar image of Ava appeared before them. Buck held his composure so not to give anything away to the princess._

 **Princess Aura:** I want only her.

 **Buck:** Doesn't seem familiar. Try the quadrant a couple of light-years that way, I hear the phalanx are wonderful this time of year.

 _He gestured his thumb over his shoulder and smirked, Aura however wasn't the least bit amused._

 **Princess Aura:** Don't to take me for a fool. I've been tracking you since you left Knowhere. I know she was on aboard when you escaped Terra.

 _A holo- screen appeared before Buck, showing him footage from where he recognised as Knowhere, clearly showing Ava boarding the Ranger 3 when it was docked their._

 **Buck:** Even if I were to hand her over, there's no guarantee that you would let us go.

 **Princess Aura:** That is a gamble that you would have to take. But let us look at this logically shall we? I have my own reasons for wanting her alive and I am prepared to let you and your crew go if it means getting exactly what I want. However, if you reject my most generous offer, I am willing to target your ships life support and watch your entire crew suffocate. At which point I will board your vessel and calmly walk over your cold corpses until I find the lifeless remains of that girl.

 _The Captain tried to keep his cool, but he was clearly shaken by the princess callous demeanour._

 **Princess Aura:** However that wouldn't be as fun as what I originally plan for her ... Bring her to me.

 _Before Buck could respond, the doors to the ready room opened and both Aura and Buck looked over to see Ava enter._

 **Anthon:** Mrs Parker. You can't go in there.

 **Ava:** Captain I need a word...

 _She is stopped in her tracks to find Aura standing in the room. Although it has been quiet some time since they last met, Ava remembers the fight between them back on Earth and from what Peter and Shadow said about her._

 **Ava:** You!

 _She spoken with a venomous tone and extended her claws, the young hero lunged forward and tried to slash Aura by her neck. Only to have her pass through the hologram completely, much to the Princesses amusement._

 **Princess Aura:** It seems I left an impression.

 **Ava:** How can I forget a bitch like you, I still owe you from before?

 **Princess Aura:** It's nice to be remembered.

 _The Mongo princess casually moved to sit on the captains desk, while Buck himself attempted to restrain Ava._

 **Princess Aura:** So, you are this ... Ava, I've heard so much about?

 _Aura quick bit of rage rush over, but Buck quickly intervened._

 **Buck:** Ava! You shouldn't be here ... Ben needs you right now...

 **Princess Aura:** Ben? My, you did move one quickly haven't ...

 _She stopped in mid sentence when she saw the split second look of concern on Ava's face. Suddenly a horrible thought entered the princesses mind._

 **Princess Aura:** Whom is it you speak of?

 **Ava:** Nobody!

 _She answered too quickly for the princesses liking, which made Auras hologram disappear with a scowl across her face._

 **Buck:** I don't like where this is going.

 **Theo:** _"Captain, I have detected another energy spike in another part of the ship."_

 **Buck:** Where?

 **Ava:** Oh please no...

* * *

 **Crew Quarters - Ava's Room**

 _Ava sprinted as fast as her namesake down the corridors of the Ranger 3, her instincts were on high alert as the single thought of reaching her son was at the forefront of her mind. She reached the door to her room and burst through, only to see her instincts were spot on. The Princess of Mongo was standing over at Ben's crib as he slept peacefully unaware of the intruder._

 **Princess Aura:** Shush ... lets not wake the little one.

 **Ava:** You so much as breath on him...

 **Princess Aura:** Your clearly having trouble with this whole "I'm a hologram" thing. Can't imagine what Peter even saw in you.

 **Ava:** What?

 **Princess Aura:** But he is such a cutie, takes after his father ... it is a he, right?

 **Ava:** What are you saying? Is ... is Peter alive?

 _Aura hadn't looked up from Ben this entire time. Only now she does, glaring at Ava with a contain fury unlike anything she had felt before._

 **Princess Aura:** The man you bonded with is no more, he has become greater than anything you can comprehend and serves the new order of your galaxy faithfully.

 **Ava:** Your lying!

 **Princess Aura:** He is magnificent ... such ferocity, power and ... stamina.

 _She gave Ava a suggestive grin and Ava took her meaning, only to scoff at the very idea._

 **Ava:** Now I know your lying ... no matter what, Peter wouldn't lower himself to touch a creature like you.

 **Princess Aura:** Not yet at least.

 _She took a few steps forward so that the two of them were face to face with each other._

 **Princess Aura:** See ... I get whatever I want. Always have, always will, but I only have Peter in body; but not in mind or heart, and he will never fully be mine as long as your still alive.

 **Ava:** You hunted use across the galaxy because your jealous of my marriage? That's ... pretty sad.

 **Princess Aura:** Oh you have now idea; in my culture, if a Mongo woman wants a married man, it is custom to kill his wife first in front of him to prove her worth.

 _She then exploded in a fit of rage._

 **Princess Aura:** I AM CROWN PRINCESS OF MONGO ... ALL MEN WANT ME ... I SHOULDN'T HAVE TO STEEP TO SUCH COMMON LEVELS!

 _Her outburst had caused Ben to wake up in hysterics, then Aura grabbed Ava by the throat with her now "solid" hands, taking Ava completely by surprise as her grip tightened, cutting off her victims air supply._

 **Princess Aura:** But I don't need to have an audience, my true love already thinks you dead and with time he will be mine. This is more for my own peace of mind ... you should feel honoured that you have something I want...

 _Her strength was overpowering, Ava feel to her knees as she struggled to breath while being deafened by her baby's cries._

 **Princess Aura:** And not to worry, I wouldn't leave baby Ben without a mommy ... your little spawn will be joining you...

 _Without warning, the door of Ava's room exploded open and sent debris hurtling inside. Next the hologram of Aura was hurled of her feet and disappeared, leaving Ava free. While on the Princesses ship, Aura had felt herself being flung across her own quarters and smashing into some furniture. She felt the inside of her head splitting open in pain as she pulled herself off the ground._

 _Ava managed to catch her breath and turned to face the remains of her door. Standing at the threshold was the dominating figure of the Shadow. It was impossible for Ava not to feel the sheer power radiating from him, after using his powers to destroy the door, he hit Aura with a telekinetic blast so powerful, the princess felt it on her own ship._

 **Ava:** Ben!

 _She got to her feet and rushed over to the crib to pick up, Ben was still in hysterics as Ava tried to calm him down._

 **Ava:** It's ok ... it's ok ... mommy's here now.

 **Shadow:** We don't have much time.

 _He turns to leave, but Ava stops him._

 **Ava:** Wait ... thank you.

 _Shadow doesn't turn to face her, but instead he responds from over his shoulder before heading off._

 **Shadow:** Don't you ever leave him alone again.

* * *

 **Ranger 3 – Bridge**

 _The crew of the Ranger 3 have been working tirelessly to get systems back up and running. By the time Buck had returned to the bridge, the main lights light up._

 **Buck:** I guess the powers back on. Someone give me some good news.

 **Twiki:** The Scot managed to get our shields backup to maximum. We've only manage to reactivate two disruptors. With only two we won't last long.

 **Buck:** "sighs" What about the rail guns?

 **Twiki:** All operational, but-.

 **Buck:** Missiles?

 **Twiki:** A few dozen sir.

 **Buck:** Perfect. I Want all power used for the disruptors transferred to shield. All but the two active. I have a plan for them.

* * *

 **The Rising Eclipse – Bridge**

 _After She had a private outburst, Aura returns to the bridge as her first officer informs her_

 **1st Officer:** You highness, the human ship ... it's charging us.

 **Aura:** On screen!

 _The Ranger 3 races towards the Rising Eclipse, firing it's disruptors. Each shot making impacted but not doing enough damage to the shields to be any real harm. Aura laughs under breath. As the Ranger gets closes it releases a small object._

 **Mongo Ensign:** They've fired a some kind of projectile.

 _They see it on the screen, moving fast. The Mongovians are taken by surprise as it hits the shield passing right through it. The entire bridge shakes as the missile strikes at the ships hull._

 **Aura:** DAMAGE REPORT?

 **Mongo Ensign:** They've destroyed our Ion cannon.

* * *

 **Ranger 3 – Bridge**

 **Lt. Deering:** Confirmed impact. The missiles manage to pass there shields. They're Ion Cannon have been destroyed

 **Buck:** Good. Divert power from our remaining disruptors to the shields.

 **Lt. Deering:** What ever made you think of it?

 **Anthon:** Like with the proton missiles on the PEAK. The Mongo shields can't stop kinetic based weapons. Meaning they go right through them.

 **Buck:** Exactly ... are the rail guns ready?

 **Twiki:** Yes sir all twelve. Each carrying one hundred thousands 20mm high explosive rounds.

 **Buck:** Beautiful... Evasive pattern Zulo, you may fire will.

 _The Ranger 3 does another pass above the Rising Eclipse firing there rail gun. Hundreds of round hitting the hull followed with hundred of small explosions all over it. The mongo vessel follows behind firing several bolts._

 **Theo:** Aft shield down to 50%

 **Buck:** Keep our bow on them, transfer power to forward shields.

 **Theo:** _"Aye sir."_

 _The Ranger 3 does a hard 180 flying towards. The two ship charging each other firing, Ranger 3 fires three missiles. Two hitting home as several bolts hit them._

 **Theo:** _"Forward shields down to 20%"_

 **Buck:** Bring us about.

* * *

 **The Rising Eclipse – Bridge**

 **Princess Aura:** DAMAGE REPORT!

 **1st Office:** The last attack damaged our coolants, one more direct hit and...

 **Princess Aura:** Hold fast, divert to point 8.9 and maintain course correction. I'm enacting Protocol 67.

 **1st Office:** Your highness! That would mean...!

 _Aura kept up from her command chair and headed out of the bridge after barking back at her officers._

 **Princess Aura:** Do not question my orders!

 _Quickly she regains her composer before addressing her bridge crew for the last time._

 **Princess Aura:** You have served your princess and Emperor with honour and devotion ... I know you won't fail.

 **Bridge Crew:** HAIL MING HAIL!

* * *

 **Ranger 3 – Bridge**

 **Lt. Deering:** Sir! The Mongo ship has adjusted it course and it's heading right for us, closing fast.

 **Buck:** Ready to fire.

 **Lt. Deering:** 20 seconds sir.

 **Buck:** Hold.

 **Lt. Deering:** 10 seconds

 **Buck:** Hold.

 **Lt. Deering:** 5 seconds.

 **Buck:** FIRE!

 _The Ranger 3 unleashed the full power of its rail guns, and the Rising Eclipse was destroyed within seconds. It's debris ricocheted off the Ranger 3s hull, and it's crew no is left to celebrate their victory._

 **Twiki:** Direct hit sir! Target destroyed!

 **Lt. Deering:** We just killed one of the Empires main figure heads!

 **Buck:** Not a bad way to end the day.

 **Theo:** _"Captain, just as the enemy vessels disintegrated, I detected a energy spike omitting from the Ranger 3s portside. Similar to the one from before ... however..."_

 **Buck:** However?

 **Theo:** _"Captain ... I recommend remaining at battle stations ... the Ranger 3 has been boarded."_

* * *

 **A/N: Comment and Review**

 **Thanks.**


	10. Familiar Faces

**DISCLAIMER: I DO NOT own Ultimate Spider-Man or any related characters, Spiderman Noir or Pulp era characters and themes. Everything belongs to Marvel, Disney or Dynamite Entertainment ... apart from the story.**

 **In short; I don't own anything in this story.**

 **This is just for fun.**

 **Enjoy**

* * *

 **Chapter 9: Familiar Faces**

 **Deep Space – Ranger 3 – Starboard Corridor.**

 _Several of the Ranger 3s crewmen are pinned down in a firefight against a squad of elite Mongo Troopers that appear to just appear out of nowhere. Unfortunately most the ships personnel were taken down fast since they were caught by surprise. The Mongo Troops advanced quickly down the corridor, killing all that stand in their way. One of the last crew members manage to reach one of the ships com-links and attempted to contact the bridge._

 **R3 Crewman:** Intruders have taken section 4...

 _A sharp pain pierced the crewmembers chest. As he looked down, he saw the end of a blade sticking out in front of him. The Princess of Mongo stepped closer to him and rested her chin on his shoulder, smiling softly before pull her blade back out and letting her victim collapse to the ground._

 **Princess Aura:** Kill them all ... but if anyone so much as touch the girl before me, then expect to suffer a fate as bad as the one I plan for her.

* * *

 **Ranger 3 – Bridge**

 **R3 Crewman:** _"Intruders have taken section 4..."_

 **Buck:** Twiki, take a security detail to section 4.

 **Twiki:** On it.

 **Theo:** _"Captain, I am detecting similar disturbances in sections 5 and 8."_

 **Buck:** Get Phantom, Cloud and the rest to those sections ... and secure the bridge.

 _Heavy bulk doors slid down to cover the entrance's to the bridge and left its occupancies locked inside._

 **Buck:** No matter what, they cannot take the bridge ... is that understood?

 **Lt. Deering:** We're all with you, Captain.

* * *

 **Ranger 3 – Section 5**

 _Phantom, along with Swift Cloud and a handful of the crew made their way through the corridors of section 5. At first the section seemed too quiet but the further the progress through the section, they realise why. The walls of the corridor become more scorched and damaged, clearly from a recent fire fight, and it wasn't long before the group came across the remains of their recently deceased shipmates._

 _Cloud keeled down to examine one of the dead crew, closely examining his wounds._

 **Swift Cloud:** Clean headshot ... these varmints are skilled.

 **Phantom:** If you want to take point...?

 **Swift Cloud:** Darlin...

 _She drew her revolver and spun its chamber._

 **Swift Cloud:** I'm always first.

 _Phantom couldn't help but smile at her confidence, he had been fighting alongside Cloud for a while now and not once had he ever seen her rattled by anything. However his attention was immediately torn back to reality as Cloud set off down the hallway, ahead of the rest of them. Phantom quickly led the rest of their squad To follow her. Just as the rest of them caught up with Cloud after turning a corner, she Instantly stopped in the takes and raised her arm to stop Phantom and the others._

 **Phantom:** What is it?

 _Cloud stared down the hallway leading to the med-centre, there was several doors on both sides of the hall, all closed except for the ones at the far end._

 **Phantom:** What is it?

 _At first Cloud didn't say anything, she narrowed her eyes and stared intensely down to hallway._

 **Swift Cloud:** Take cover.

 **Phantom:** Hmm?

 _Suddenly Cloud drew her revolver and fired a single round at an angle so that it recochade off the walls in three points before hitting its target, a single black armoured Mongo trooper hiding inside on of the doors. As he fell through the gap and collapsed into the hall, his comrades revealed themselves from the far end rooms and open fired at them. Quickly the Ranger 3 crew took cover, some behind the corner they came round, other along with the Leaguers dashing into nearby rooms to avoid the heavy fire. Phantom drew his pistols and returned fire, eventually dropping a few enemy troops with several shots before taking cover again._

 **Phantom:** Two down ... Only a dozen or so to go.

 **Swift Cloud:** 7 shots.

 **Phantom:** What?

 **Swift Cloud:** It took you 7 shots to hit two targets.

 **Phantom:** Your point?

 _Calmly, Cloud broke cover and fired three rounds within a single second. Phantom peeked his head round out and saw three more addition bodies littering the hallway. He looks back over to Cloud who just smiles at him._

 **Swift Cloud:** "If you can't do it with one shot, then don't do it at all" ... I think it was your great grandpappy who told me that, Darlin.

* * *

 **New York City – Earth – Night**

 _In the industrial section of the city, MJ and the other members of the Punish Squad had managed to make their way inside a factory warehouse to escape their pursuers. Several hours ago, after their investigation at the Westchester, they followed the trail to the old Cobolt Club in the city, only to find it up in flames. At a distance they recon the area and after seeing agent Carter getting captured and hauled away, they caught a glimpse of a new player._

 _This black armoured figure held a stern stance as he watched the club burn to the ground. They had no idea who this man is but clearly he held significant importance. Staring down her sniper scope, MJ took the initiative and took a shot, much to the dismay of her squad-mates. Unfortunately the dark figure simply pulled his head to the side to avoid the shot. He turned to face up towards the squads direction, making MJ feel like he was staring right up through her scope at her._

 _Ever since then, the squad had been only one step ahead of the forces pursuing them. Belle, Whitter, Dunn, Slater and MJ engaged In continuous firefights with Mongo Troops and they were running low on ammo. At one point they were pinned down by aerial drones, though they managed to survive, Dunn was injured and that forced them to eventually found refuge in the abandoned factory warehouse they now find themselves._

 **Slater:** Ammo check!

 **Belle:** Half a clip and 3 spare.

 **MJ:** 2 spare.

 **Slater:** How's Dunn?

 **Whitter:** He's bleeding out from the gut! How do you think he's doing?!

 **Slater:** Well patch him up then!

 **Whitter:** What am I a doctor?

 **Belle:** Oh for god sake!

 _She hurried over to them and began helping Dunn, much to his stubborn belief that he was fine. Meanwhile Slater stormed over to MJ and pushed her up against the wall._

 **Slater:** What the hell were you thinking?! You nearly got us killed!

 **MJ:** I had a clear shot and I took it!

 **Slater:** You gave away our position ... we were only suppose to investigate and observe.

 **MJ:** Hornet was killed because of them, I don't ... how the hell did he dodge that shot?

 _Slater was about to retort, but instead he drew his assault rifle and started scanning the room._

 **MJ:** What is it?

 **Slater:** Whitter, Belle, arm up ... we're not alone.

 _The Punish Squad drew their weapons and joined in sweeping the area. They switched on their touch's and examined every dark corner in the warehouse. There was a faint creaking noise coming from somewhere nearby, Whitter shone his torch light up towards the beams above but could find nothing. Soon the creaking stopped but the squad remained vigilant, MJ tried to control her breathing but at this moment it was the only sound that could be heard. Until Whitter cried out in pain as something landed onto of him and brought him to the ground face first. Each member of the squad turned round only to find the mysterious dark figure that MJ failed to kill standing on top of Whitter. Before any of them could react, Dusk drew his energy sword and impaled his trapped victim through the back of his chest. Whitter let out a blood curdling scream as his team mates began firing at his attacker._

* * *

 **Ranger 3 – Section 8**

 _Near the ships engine room; Twiki, along with a detachment of the crew were engaged in a fire fight with another squad of Mongo Troopers, trying to prevent them from advancing any further. Unfortunately the Mongos posses heavier firepower and were able to carve through the crews defensives until only a hand full remained._

 **Agent Anthon:** These guys just wont give up?

 **Agent Joe:** COME AT US, YEA BUNCH OF WANKERS!

 _Twiki just stares at Joe as he continues to blast away, taking down a few Mongos in the process. Twiki looks towards Anthon who just shrugged his shoulders._

 **Twiki:** Is he stable?

 **Agent Anthon:** He's just releasing some pent up rage!

 **Agent Joe:** Am no dying in some rust bucket in the arse end of nowhere!

 _Despite their best efforts, the enemy troops were advancing quickly. Twiki took cover and drew the attention of his surviving squad. He performed a series of hand signals to convey to them to fall back to inside the engine room. Twiki falls back, leaving both Agents Joe and Anthon in the hallway before they turn to each other._

 **Agent Joe:** What?

 **Agent Anthon:** Fall back and regroup in the engine room.

 **Agent Joe:** At which point did he think I had any idea what he meant?

 **Agent Anthon:** Just get moving!

 _Anthon grabs hold of Joe and pulls him towards the entrance._

 **Agent Joe:** Why do you always have to spoil my fun?!

 **Agent Anthon:** Quit your whining!

* * *

 **New York – Warehouse – Night**

 _Slater emptied his entire clip trying to land a single hit on Dusk, but to no avail. The dark warrior just ran up and down the surrounded walls and avoid every single round. Suddenly he leapt off the wall and tackled Slater to the ground. But before Dusk can finish him off, Belle fired a few rounds from her sidearm, forcing Duck to leap off of Slater and backflip on to the ground a few feet away._

 _Slater pulled out a few throwing daggers and began flinging them at Dusk. With ease, Dusk just raised his hand and the daggers began moving in slow motion until they stopped completely in mid air. Then with a flick of his wrist, Dusk sent the daggers hurtling back towards Slater, several impaling him in the chest._

 **Belle:** NO!

 _She reloaded and open fired at Dusk, who used his powers to redirect the bullets away from him and rushed towards Belle. Before she know what was happening, Dusk had already closed the distance between the two of them, moved behind her and snapped her neck. Dusk let her drop to the ground, before his special sense kicked in and moved to avoid MJ striking from behind with a blade. He spun round to face her as she charged at him, slashing with her blade at him. A few moments later, Dusk grabbed hold of MJ's wrist and twisted it, forcing her to drop her blade. However MJ was able to brake free of his hold after performing a perfectly timed flip before Dusk could strike her with his kick._

 **Dusk:** _"Most Impressive ... I'm amused by your persistence, but this ends now!"_

 _He ignited his red energy sword, MJ stepped by cautiously but held her composure. She knew she had no chance in beating this guy but she had to stall for time._

 **MJ:** It doesn't matter what you do to us ... we wont stop fighting and we wont submit to anyone; not your Emperor, his Empire or a stooge like you!

 **Dusk:** _"Stooge?! You address the new Governor of this world ... I am the my masters hammer and champion to his will ... I am Dusk. The twilight has fallen on your President Fury's little Insurgency and I will bring swift and cold jugd…"_

 _Suddenly his special sense went off right as an explosion occurred right at the wall behind him. Dusk leapt out of the way as Tornado Z raced through the debris and headed straight for MJ._

 **Tornado Z:** _"Senourita! Saltar sobre!"_

 _The bike of Zorro, skidded round behind MJ, allowing her to jump on. As Dusk returned his attention back towards MJ, he was immediately caught off guard as he recognised the familiar motorcycle._

 **Dusk:** _"Tornado?"_

 _Suddenly two hatches opened up in front off the bike and it fired several rockets towards Dusk. The Emperors Hammer was able to redirect most of them, except one that slipped through and struck him right in the chest. Dusk was able to survive the hit but he was brought to his knees. Taking her chance, MJ rode Tornado Z around the warehouse and grabbed hold of a critically injured Dunn and slumped him onto the bike. Dusk staggered back to his feet, just in time to see MJ fire a single rocket towards the ground several feet away from her, creating an opening towards the sewers below._

 _Dusk dashed off towards MJ and leapt into the air, in an attempt to reach out and catch MJ as she descends into the tunnels below. Lucky for her, Dusk missed her by inches and only managed to grab her mask and pulled it off. All he could make out was a lush of long red hair before his enemy raced into the sewer tunnels. He landed on his feet and hurried over to the opening and gazed down the dark tunnel as he listened to the sounds of the bike getting further away._

 _Dusk looked down at the skull mask he just grabbed and examined it, until he heard a fait noise getting louder. It sounded like laughter ... soon it was bellowing inside Dusks mind and he clutched his head with his hands, as if trying to shut the noise out. Hr staggered around the warehouse, trying to make the noise stop, until he came across a piece of shattered glass on the ground. Dusk stared back at the reflection staring back at him ... only it wasn't his refection._

 **Hobgoblin:** Miss me?

* * *

 **Ranger 3 – Section 5**

 _Only a small number of Mongo Troops remain at the med-centre, one of them targets Phantom with his blaster, but the Ghost Who Walks grappled the weapon out of the troopers hands and back kicked him to the ground. Another two tried to respond to his attacks with their melee weapons but Phantom relied on his superior martial training to counter their attempts and beat them into the ground._

 _After he was done, Phantom looked over to see Cloud finishing off the last of hers. After knocking a trooper to the ground, he pulled out her revolver and shot him in the head. She then immediately directed her gun towards the Mongos that Phantom recently defeated and put a single round into each of them._

 **Phantom:** Huh? ... that was unexpectedly brutal.

 **Swift Cloud:** Old news, jungle boy.

 **Phantom:** Theo ... are there anymore sections needing cleared?

 _Before he got a response, roughly a squads worth of Mongo Honour Guards emerged around a corner behind them. They stood fast and drew their weapons, advancing slowly towards the pair of them._

 **Theo:** _"Section 8 is over run and both White Tiger and Shadow require assistance in section 9"_

 **Swift Cloud:** Right, Jungle boy ... you gonna be alright on your own here.

 **Phantom:** what, holding off a squad of extremely dangerous alien warriors?

 **Swift Cloud:** Too much for yea, darlin?

 _Kit just smirked at her._

 **Phantom:** No, ma'am.

 _Cloud mustered up as much of her speed as she could and sped off past the Honour Guards, leaving them alone with Phantom, who just draws a small knife from his person._

 **Phantom:** So lets clear the air here; I'm The Phantom, and for the next several minutes, each one of you are my bitches.

 _Several of the Honour Guards just stared puzzlingly at each other._

* * *

 **Section 9 – Ships Mess hall**

 _Both White Tiger and Shadow are side by side, fighting off several troopers. Tiger uses her steel claws to slice through the armour of her opponents before knocking them to the ground, taking care not to kill them._

 **Shadow:** You should not be so lenient with our adversaries.

 **White Tiger:** Believe me I'm holding back the urge to cut loose ... but I don't want to scare Ben.

 _She points over her shoulder to her son that she's carrying in a makeshift baby carrier on her back. Suddenly a Honour Guard readied his weapon in front of Shadow, who turns to draw his pistol at him. However he looked back to see Ben staring at him with innocent curiosity._

 **Shadow:** Oh ... god damnit.

 _He holsters his pistol and instead uses his telekinetic powers to through the guard off his feet and smashed him onto the ceiling above, before throwing him back several feet ... much to Bens giggling amusement._

 **White Tiger:** Should I be worried about how much my son enjoyed that?

 **Shadow:** Let the kid have his fun.

 _More Honour Guards swarmed around them, but both Tiger and Shadow worked together to take them down. Tiger tackled several Mongos at once with spinning kicks and slashes from her claws, while Shadow uses his own martial skills to take bold of one of the guards staffs and proceeded to fight staff to staff with numerous Honour Guards. It didn't take long for them to despatch with the rest of them, with continuous amusement from little Ben. Tiger removes him from her back and held him up to her face._

 **White Tiger:** Ben, sweety ... I don't want to ever catch you copying any of this, understood?

 _Ben stares back at her, as if oblivious to her question. However, suddenly Tiger was caught off guard by a sharp kick to her back, knocking her on he back and causing Ben to be thrown feet into the air as she was pinned to the ground. Tiger was forced to watch in horror as her screaming son was flying across the room ... only to suddenly stop , hovering in the air before being pulled towards Shadow, taking into his arms._

 **Shadow:** I've got you little one …!

 _Without warning, Ben vomited over Shadows coat, much to his annoyance. Tiger sighed in relief, then she heard a mocking laugh from on top of her which she recognised all too easily._

 **Princess Aura:** Aww ... too bad. Still, it gives me a chance to decided what I'm going to do with him once I'm done with you.

 _On that, Tiger lost it. From out of nowhere she wraps her legs behind her and around Auras leg, next she flipped herself of the floor and princess along with her. Aura landed face first on the floor before receiving a sharp kick to her stomach, forcing her on her back. She then felt Tiger climb on top of her, on hand taking hold of her hair and the other with its claws extended, placed along Auras throat. The Princess was forced to stare into the face of a very ferral looking White Tiger._

 **White Tiger:** You invade my world, destroyed my home and ruined my life with my husband. And worse of all you threaten my son?! So as a mother, all I can say is that this is going to hurt ... and I'm going to enjoy this far more than I should.

* * *

 **New York City – Earth – Night**

 **Hobgoblin:** _"hahahahaha! You actually believe that you can just ignore me, your own subconscious?"_

 _Dusk merely ignored the disembodied villain as he rides his personal shuttle up the Spectrum. The hobgoblins reflection grins menacingly from in the window next to Dusk as he sits alone, with the two pilots Being the only other ones here._

 _Hobgoblin: "You know I never left you ... you may have managed to block me out for a while, but all i needed was a window of opportunity. A little reminder of the old you."_

 _Dusk shifted uncomfortably in his seat, not responding to the voice._

 **Hobgoblin:** _"So how did it feel ... seeing her again? How is she going to react when she finds out who's hiding under that ridiculous thing?"_

 **Dusk:** _"Silence."_

 **Mongo Pilot:** We never said anything my lord.

 **Hobgoblin:** _"So how are you planning to do it? Hehehe ... take her by surprise? Look her dead in the eye? Or leave her to suffer in some agonising way? You've had plenty of practice at all three."_

 **Dusk:** _"ENOUGH!"_

 _He smashes his fist against the glass, nearly shattering it, but the freaked out pilots managed to activate a seal around the window to keep it from breaking._

 **Mongo Pilot:** My Lord, what just hap..?

 _Dusk snapped his gaze towards the pilot, who just hastily returned to his duties. A few moments later, Dusks personal communicator went off and he answered it._

 **Dusk:** _"Speak!"_

 **Commander Zugg:** _"Governor Dusk, we have begun decrypting the data you recovered and it should only be a matter of time before the Insurgency's secrets are ours..."_

 **Dusk:** _"Use a crypto key 79-4h ... it should bypass the encryption."_

 **Commander Zugg:** _"how did you come by this?"_

 **Dusk:** _"Do not ask questions commander! Just have the information ready for when I arrive."_

 **Commander Zugg:** _"Of course my Lord ... just one more thing."_

 **Dusk:** _"Make it quick."_

 **Commander Zugg:** _"We just received a priority message form The Emperors Reach ... The Emperor commands that you make contact with him."_

* * *

 **A/N: Comment and Review**

 **Thanks**


	11. A Mothers Wrath

**DISCLAIMER: I DO NOT own Ultimate Spider-Man or any related characters, Spiderman Noir or Pulp era characters and themes. Everything belongs to Marvel, Disney or Dynamite Entertainment ... apart from the story.**

 **In short; I don't own anything in this story.**

 **This is just for fun.**

 **Enjoy**

* * *

 **Chapter 10: A Mothers Wrath**

 **The Emperors Reach – Throne Room**

 _The God-Emperor of Mongo; Ming the Merciless, sits upon his throne in lavish surroundings. Several members of his personal elite honour guards are spread out around the entire space, unlike their front line counterparts, their armour is embroiled with gold, making them blend in easily with the Emperors exquisite tastes. Sitting around by the Emperors feet, several of his concubines drape themselves against Ming's Throne._

 _At the base of the small staircase leading up towards him, several holograms of members of his court (General Kala, Grand Admiral Nemsis and War-Chiefs Vultan and Jugrid) are looking up towards their Emperor and even Viceroy Krytis, who stands at his masters side, while each member gives their reports._

 **Emperor Ming:** It pleases me that construction of the gate is now back on schedule, General.

 **General Kala:** _"Have I not always ensured proficiency and dedication, you Highness?"_

 **Emperor Ming:** As always, you provide the right measure of motivation to your men that I require.

 **General Kala:** _"Thank you, Sire."_

 _The Grand Admiral, scoffs under his breath at Kalas boot licking, before the Emperor turns his attention towards himself._

 **Emperor Ming:** And how goes your efforts, Grand Admiral?

 **Grand Admiral Nemsis:** _"Excellent, Your royal highness. The last of the Nova Corps have been wiped out across the entire sector of Xandarian space ... their homeworld is now under our complete control."_

 **Emperor Ming:** And I'm sure you've taken extra time to increase the size of your souvenir collection, before informing me?

 **Grand Admiral Nemsis:** _"What!? ... But ... my Lord!"_

 _Ming merely raised his hand and chuckled at the state of the Grand Admiral , while the other court members joined in on the mockery._

 **Emperor Ming:** I care little for you indulgences Grand Admiral. Instead I want you to bring your fleet to the far side of the Sol system. Their it will remain, until called for.

 **Grand Admiral Nemsis:** _"But what the reports of this so called fleet massing near...?"_

 **Emperor Ming:** It is of no concern ... soon the gate will be completed, and then there will be nothing to stand in my way.

 _Krytis suddenly leans down to address his Emperor quietly._

 **Viceroy Krytis:** Your Highness ... It is him.

 _The Emperor nodded at his Viceroy, urging him to proceed. The Viceroy activated his wrist controls and a moment later the Emperors Hammer; Dusk, appears in holographic form along with the others and kneels before him._

 **Dusk:** _"Your servant waits for you on a bended knee, my Emperor ... what is thy bidding, my master?"_

 **Emperor Ming:** Ah ... at last, my champion. Commander Zugg has already informed me of you recent exploits against the Terrain Insurgency. Not even planet side for a single day and already you've given them cause to retreat ... well done.

 **Dusk:** _"Their resistance is pitiful."_

 **Emperor Ming:** I look forward to...

 _The Emperor stopped in is tracks, everyone noticed the sudden change in his demeanour as he sharply rises to his, staring intensely towards Dusk with a serious expression across his face. Without averting his gaze, he addresses the rest of his court._

 **Emperor Ming:** Leave us.

 _His tone was soft but stern and without a moments hesitation, the rest of the holograms disappeared, leaving only Ming alone with his Viceroy and Hammer._

 **Emperor Ming:** Something is different about you? ... I can sense it.

 **Dusk:** _"I ... I do not know..."_

 _Ming reached out his hand, before he knew it, Dusks helmet started to crush into itself from an invisible source. Dusk cried out in agony and clutched his hands around his helmet as it continue to compact against his skull._

 **Emperor Ming:** Do not attempt to lie to me again!

 **Dusk:** _"MASTER, PLEASE!"_

 _The Emperor gave one last squeeze before letting go of his hold, Dusk breathed heavily through the pain as Ming begins to slowly walk down the stairs towards Dusk._

 **Emperor Ming:** The "mighty" Dusk, my Hammer and Champion. When I first found you, you were a weak, broken child. It was by the grace of my daughter that I spared you, however I expected you to die like so many in the Pit. Imagine my surprise that a lowly human managed to conquer every foe, every beast that was hurled at him. Only then did I see what I could not before; raw, untamed power and the potential of your destiny at my side. And with my daughters attention ... an eventual successor.

 _He stopped just a few feet away from the kneeling Dusk, who gases up at his towering master._

 **Emperor Ming:** But tell me, my servant ... was I mistaken all this time?

 **Dusk:** _"I've given everything to you, to the Empire..."_

 **Emperor Ming:** Remove your helmet.

 _Hesitantly, Dusk done as was commanded and slowly removed his black helmet. His time in the Pits and serving Ming has left its mark upon him. Dusks skin was darker and greyer, along with several scars and other signs of damage along his facial features. But Ming was more interested in his eyes, which are still the same as they always have been._

 **Emperor Ming:** And there it is ... you still haven't fully embraced your new path, there's still to much heart in you my champion.

 _He turns his back and takes a few steps away, causing Dusk to stand in defiance._

 **Dusk:** _"I've fought for you, bled for you ... killed for you! Those who were once my friend now lie dead at my feet..."_

 _Ming turns sharply to face him._

 **Emperor Ming:** You only killed in the Pits to survive, you only killed your fellow gladiators because you hardly knew them! You killed your kin because I commanded it so, and as for your friends ... one choose to take his own life, while the other you only killed in a vain effort to protect the one YOU FAILED!

 **Dusk:** _"NO!"_

 _In a sudden fit of anger, Dusk let loose a burst of cosmic energy; a shock wave so powerful that it shook the entire Spectrum Station that he was on. Everything nearby that was electronic was instantly fried and the stations personnel was in a panic, wondering if there was some kind of attack._

 _Ming could feel his power from his very ship, it pleased him how powerful Dusk had become but he knew that his servant still hasn't even scratched the surface of his new abilities. After his outburst, Dusk then collapsed onto the ground, feeling drained of energy._

 **Emperor Ming:** Look at you ... something is still holding you back. You have become distracted, uneven and lacking. Something inside you is unhinged.

 **Hobgoblin:** _"Oh he has no idea ... Hahahahaha!"_

 **Emperor Ming:** Wait ... something is occupying your thoughts?

 **Hobgoblin:** _"Huh?"_

 _The Emperor reached out with his hand, suddenly Dusk feels his entire body become ridged and frozen in place. He could feel his master pour himself into his mind and engulf every thought he possessed._

 **Emperor Ming:** Stop struggling, let me follow the currents of your mind ... deeper and deeper to its source.

 **Dusk:** _"Please ... my master ... stop..."_

 **Emperor Ming:** An old memory ... and with this memory comes fear ... no ... guilt. Its infecting you like a dormant Fando worm ... and the why? Ah and there it is ... the heart of it all.

 _Ming used his powers to alter Dusks mind._

 **Hobgoblin:** _"No! You won't be rid of me so easily Spi...!"_

 _Quiet ... suddenly it was all quiet inside Dusks head. The voice, the laughter that has haunted him for so long seems to be gone. Dusk looks up towards his master as the Emperor walks back up to sit on his throne._

 **Dusk:** _"What did you do?"_

 **Emperor Ming:** I've re-suppressed the memory that troubled you so ... I'm surprised that I didn't sense it before.

 **Dusk:** _"You mean he's...?"_

 **Emperor Ming:** I have only supressed the memory, if you want to be rid of this spectre then there is only one way.

 **Dusk:** _"Master?"_

 **Emperor Ming:** Embrace your destiny ... prove to me and yourself that you can do what needs to be done without hesitation or mercy. In the meantime, inform Commander Zugg to prepare ... for my arrival.

* * *

 **Ranger 3 – Section 8**

 _Aura let out a deafening war cry as she charged towards White Tiger with her staff drawn. Luckily Tiger leapt aside quick enough to avoid the Princesses attack before countering with a barrage of swipes from her claws. Aura quickly adapted and easily blocked every blow with her staff, she then countered by attacking low with a leg sweep. Tiger managed to black flip out of the way._

 _Aura rushed forward and tackled Tiger all the way towards the wall behind them, smashing her hard against the surface. Tiger only responded by stabbing her claws into Auras shoulders, causing the princess to cry out in pain as Tiger sank her claws deeper, cutting through material and into Auras flesh._

 _Eventual, Aura backed away and hurled Tiger away to the side, where they continued to fight on. Meanwhile Shadow has Ben in his arms and has just finished off the remainder of Auras forces. He felt Bens small hand reaching up and tugging at his scarf, Shadow looked down to see Ben innocently staring up at him._

 **Shadow:** Not to worry little one ... though your father is absent, I promise to protect you and your mother until he returns. On that you have my word.

 _A Mongo Trooper staggered to his feet and attempted to jump Shadow from behind. Only to be met by Shadow fist backhanding his face in one swift move. The trooper dropped to the ground unconscious, much to Bens applauding delight._

 **Shadow:** Your going to be trouble when you get older.

 _He turned back to the commotion behind them, only to see that Tiger and Aura have taken their fight out into the nearby corridor. White Tiger is putting pressure on the princess, slashing and kicking at her opponent, pushing her back down the hallway. Unfortunately, Auras extended training and experience allows her to gracefully evade and block all of Tigers efforts._

 _Tiger performed a spinning kick, But Aura managed to counter it by grabbing the humans ankle and throw her to the ground behind her. Aura approached the fallen hero and spoke in her arrogant manner._

 **Princess Aura:** Ha! I can read your every move girl.

 _As she was standing over her opponent, Tiger quickly crossed her legs around Auras and used her momentum to trip Aura up. As she hit the floor, Tiger rolled on top of her, straddling the princess before slashing her claws across her armoured gold mask. It was cut to pieces, leaving Auras exposed face to stare up at Tiger._

 **White Tiger:** Read this.!

 _With a single slice, Tiger slashed her claws across Auras face. A blood curdling scream echoed throughout the ship, even the likes of Cloud, Phantom, Buck, Joe and Anthon could make out._

 **Agent Joe:** Whit in the name of Christ was that?

 **Agent Anthon:** Something I never want to be on the receiving end of.

 _Aura clutched her face in agony before kicking Tiger off of her. As both combatants got to their feet, Aura caresses the freshly made scars across her bleeding face._

 **Princess Aura:** YOU INSECT! YOU ANIMAL! YOU DAMAGED MY BEAUTIFUL FACE!

 **White Tiger:** Just so you know ... vanity isn't an attractive traight to Peter.

 **Princess Aura:** THEN I JUST HAVE TO RETUN THE FAVOR WONT I?

 **White Tiger:** BRING IT ON BITCH!

 _Aura threw her staff like a javelin at White Tiger, although she was able to move out of its path, the princess quickly closed the distance between them and lashed out with her fists. In a furious rage, Aura let loose a barrage of well timed strikes against Tiger. Unfortunately she moved with such speed that Tiger wasn't able to block most of them._

 _Meanwhile, Cloud was running through sectors of the ship, towards White Tigers last location. As she past through into another hallway close to section 8, she suddenly heard a familiar voice echoing inside her mind._

 **Shadow:** _"Jackie!"_

 **Swift Cloud:** _"Kinda in a hurry, Spooky..."_

 **Shadow:** _"I know, our comrade White Tiger is under assault from the Mongo princess."_

 **Swift Cloud:** _"I'm close, she can handle."_

 **Shadow:** _"Ava!"_

 **White Tiger:** _"Shadow?"_

 **Shadow:** _"listen to me very carefully."_

 _Strike after strike, Tiger was quickly getting tired out. Her arms felt numb, her chest was beaten and Aura wasn't stopping anytime soon._

 **Shadow:** _"White Tiger!"_

 **White Tiger:** _"Shadow?"_

 **Shadow:** _"Listen carefully."_

 _The princess continued with this onslaught, until Tiger used her claws to cut open a nearby pipe on her left side. The burst pipe let our stream of scorching air that blew right onto Aura. The princess cried out in pain and retreated away, giving time for Tiger to put some distance between them._

 **Princess Aura:** YOU LITTLE...!

 _She drew her blaster and gave chase._

* * *

 _Minutes later, Tiger managed to make her way to the ships cargo bay. After ducking behind some crates, Aura came in shortly after and began searching for her prey. The entire area was packed full of crates, spare equipment, barrels of fuel. Making it difficult to navigate through due to its tight spaces and corners. Slowly, Aura began moving her way around, blaster at her ready for when she finds her target._

 **Princess Aura:** Run , run, run, it just makes this more fun.

 _Suddenly, Tiger leapt out from the crates she was hiding behind and pinned Aura to the ground._

 **White Tiger:** I couldn't agree more.

 _The princess kicked Tiger off of her, sending her into several crates behind her. Aura aimed her blaster at Tiger and open fired, although she was quick enough to avoid the blaster fire; using her tight surroundings as cover and even her claws to climb up the scaffolding to gain higher ground. When she reached the top, Tiger found a number of steel barrels, securely fastened to the wall, she then used her claws to slice through the fastenings and sent the barrels rolling down off the scaffolding and towards the princesses direction._

 _As the reached her, Aura managed to duck, weave and kick her way around the first several barrels, but was struck in the chest by one and knocked to the ground while several others rolled over her, knocking her blaster out of her hand in the process._

 _However Aura was quick to her feet and drew two daggers from her belt before leaping up onto the scaffolding where Tiger was. The two of them engaged each other again in martial combat; Aura trusting and slicing with her weapons in each hand while White Tiger counters with her claws. Tiger managed to land several hits against Aura, but the princess also managed to cut Tiger a few times. After piercing Tigers leg, Aura twisted the blade, causing her enemy to cry out in pain. She then lifted Tiger off her feet and threw her off the scaffolding and crash land into several crates._

 _After letting out what seemed like a deafening tribal war cry, Aura leapt down towards Tiger, daggers raised above her head, hoping the strike the killing blow. However White Tiger was able to_

 _move out of the way in the nick of time as well as kick Aura into some debris. The princess of Mongo easily got back to her feet, unfortunately for Tiger, Aura vast combat experience and unique physiologically awarded her unimaginable amount of stamina and endurance, the same cannot be said for Tiger._

 _The hero struggled to get to her feet; beaten, bruised and bleeding, it took every ounce of energy from her and her jade amulet just stay up. Aura merely smirked and strutted towards the exhausted White Tiger, and easily blocked and avoided her attempts to hit back. Tiger slashed at Aura, but the princess grabbed hold of her wrist and kicked her in the stomach before throwing over her shoulder. After Tiger hit the ground, she began crawling away, only to have Aura follower her, casually kicking aside debris that got in her way_

 **Princess Aura:** You've lost, little girl. Peter is mine now, and the last he'll get a real woman.

 _Tiger collapsed against to the ground and Aura kneeled to face her. She gripped her dagger tightly and was just about to deliver a killing stroke until the dagger was shot out of her hand._

 **Princess Aura:** What the...!

 _She turns around to see Swift Cloud standing several feet away, her revolver smoking at the barrel and aimed straight at Aura._

 **Swift Cloud:** If any is gonna hustle away Peter, then its me.

 **Princess Aura:** And you are?

 **Swift Cloud:** His Ex...

 _Suddenly, Cloud fired a single round, but she wasn't aiming at the princess. Instead she hit one of the fuel barrels at the far end wall. The resulting explosion created a hole in the ships hull, causing the air pressure to burst and pull everything out into the vacuum of space. With perfect timing, Tiger was able to use her claws to dig into the floor to prevent being pulled and Cloud had already secured herself to a steel pillar. Only the princess got pulled of off her feet and sucked towards the opening in the ships hull, but she managed to grab onto Tigers wounded leg and held on for as long as she could._

 **Princess Aura:** NO! NO! NO! This is not happening! THIS CAN'T BE HAPPENING!

 _She could feel her grip slipping, and it didn't help that Tiger had started kicking her in the head._

 **White Tiger:** SORRY ... BUT PETERS TAKEN!

 _With one last powerful kick, Tiger manage to shake off the princess and watch her panicking attempts to clutch onto anything before being sucked into space._

 **Swift Cloud:** "Spooky, _any time now!"_

 _A second later, the emergency shutters closed over the breach and allowed the area to return to normality. Cloud unhooked herself and rush over to Tiger, helping her up._

 **Swift Cloud:** I gotcha, darlin. Steady now.

 **White Tiger:** Thank you, Jackie.

 _Cloud help Tiger into a sitting position, allowing her to catch her breath. The two of them stared at each other, each giving a respectful nod. Until..._

 **White Tiger:** Going to hustle my Peter away are you?

 **Swift Cloud:** All's fair in love and war, darlin.

 **White Tiger:** You know what ... You're on.

 _The two of them smiled at each other before Cloud received a telepathic message from Shadow._

 **Shadow:** _"You both better come up to the bridge at once ... we've seemed to have attracted some unexpected attention."_

* * *

 **Vacuum of Space**

 _Aura floated further and further away from the Ranger 3, she cloud see it spinning in the distance as she struggled to remain conscious. Even through her unique biology granted her better endurance to trauma, she still required oxygen like most organics, Aura estimated that she had only minutes left. She could feel her body getting colder, her blood starting to boil, her vision beginning to blur._

 **Princess Aura:** This cant be ... how it ends ... father? ... help ... I can't ... I can't … Oh ... Peter...

* * *

 **A/N: Comment and Review**

 **Thanks**


	12. The Tragedy of Auranae

**DISCLAIMER: I DO NOT own Ultimate Spider-Man or any related characters, Spiderman Noir or Pulp era characters and themes. Everything belongs to Marvel, Disney or Dynamite Entertainment ... apart from the story.**

 **In short; I don't own anything in this story.**

 **(Prosp88) - Hey Guys, Sorry this took so long guys, so to make things up to you all (My wonderful readers) I have written an extra long chapter for you to enjoy. Also, in other news, I have recently created an INSTAGRAM page (I know … only recently) If your interested in finding out more about my other projects both current and future, check out some funny photos or even have a chat. Then please feel free to check out my page ( oneshotentertainment88) … leave a like and maybe follow "wink""wink""hint"hint""nudge""nudge". I also plan to create a Twitter account in the near future too. Oh and also my James Bond: Vargr Comic Dubb is competed, check it out on my YouTube page "One Shot Entertainment". Anyway I'll leave you all to your chapter.**

 **This is just for fun.**

 **Enjoy**

* * *

 **Chapter 11: The Tragedy of Auranae **

**Vacuum of Space**

 **Princess Aura:** This cant be ... how it ends ... father? ... help ... I can't ... I can't ... Oh ... Peter...

 _Auras lungs felt like they were on fire as she drifted further into the darkness of space, the emptiness surrounding her as she desperately reaches out with her arms as if to grab hold of anything to support her. The princesses eyes growing heavily with each passing second._

 **Princess Aura:** _"I must survive ... I WILL survive!"_

 _Aura felt her eyes close for what feels like the final time._

 _ **Of that , I have no doubt**_

* * *

 _Suddenly the princesses eyes snapped open ... her internal organs were no longer in pain as she could feel fresh oxygen filling her lungs. Confused about her current predicament, she sharply sits up from the hard surface she's surprised to find herself on. Aura looks around to take in her surroundings, she is clearly no longer in the vacuum of space, but now finds herself in the strangest surroundings._

 **Princess Aura:** What happened? Where am I?

 _She finds herself once again in a dark void, with only a faint purple mist swirling around her. Aura runs through the mist in order to learn more about the area, only to realise quickly that there was nowhere to go. There was nothing ... absolutely nothing around her, no sound, no visuals ... nothing, until..._

 **Princess Aura:** What the...?

 _In front of her as if from nowhere, a strange silhouette appeared. Cloaked in a shadowy vaper, the figure moved closer towards the princess, who dropped into a defensive stance and watched intensely as the silhouette took form._

 **Princess Aura:** What are you?

 _Before she knew it, the figure was now in full view of her. A rather shabby looking Mongovian woman was now standing before her, dressed in the attire of one of her fathers "playthings". This one didn't look as pretty as the ones her father usually kept, her red skin had a maroon tone about it, a trait that wasn't desired in her kind and her face seemed tired and drained. But her eyes, her eyes were the same shade as Auras and were now leaking tears._

 **?:** I never wanted this for you ... I never wanted any of this for you. I'm so sorry my little _**Starlight**_.

 _Aura froze ... she should not know that, nobody should know that name. Only her father ever called her that ... a very, very long time ago._

 **Princess Aura:** Who are you!?

 **?:** You know me ... your scared, but you know me.

 **Princess Aura:**... mother?

* * *

 **Insurance HQ – Ryker Island – New York**

 _After the military went underground, most military and S.H.I.E.L.D . Installations were taken over or destroyed my occupying forces. Fortunately, several contingency locations were selected for Earths forces coordinate and regroup for a counter offensive against Mongo. Ryker Island was one such location, the once hi-tech prison for the most dangerous and powerful criminals in the United states was now refurbished and used as the centre of the resistance force for the entire country. With the exception of a few carefully concealed sentries positioned above, the Island seemed abandoned. However deep below its surface, the Insurgence builds, trains and expand its forces. Everyone from US military personnel, S.H.I.E.L.D., Baa Thap, Mutants, A.I.M and Hydra scientists have answered the call in defence of Earth._

 _It took some time for everyone to cooperate with one another, but under the leadership of President Nick Fury, everyone eventually learned how to cope. Fury had managed to step into his new role fairly quickly, with the near annihilation and collapse of the government, complete control was in his hands. He was able to gather the best and brightest minds to his Insurgence, establish communications with other resistance cells across the globe with the help of the Baa Thaps network._

 _Currently, President Fury is in attendance with several of his advisers to finalise the lay out of their next major operation; Captain America, Iron Man, Mr Fantastic, Professor Xavier and She-Hulk. Each one instrumental for the Insurgences recent successes and eager to take back their world._

 **Captain America:** Mr President, we're just not ready for an assault like this, we still haven't acquired enough intel on the Spectrum to mount a successful prison break ... and with the loss of the X-mansion...

 **Iron Man:** We may have lost some valuable intel of our own to the enemy ... Agent Carter never made it to the rendezvous point.

 **She-hulk:** Well its a risk we just have to take.

 _The jade powerhouse smashes her fists energetically together, causing Iron Man to cringe at the thought of her damaging the cybernetic arm he built to replace the one she lost during the invasion._

 **President Fury:** Reed, have you received any form of contact from Susan or Natasha regarding the Spectrum?

 **Mr Fantastic:** No Mr President, after their last burst transmission we've heard nothing more from either of them.

 _After Black Widow miraculously survived her jet doing down in the Hawk-Man assault, the worlds greatest spy managed to go underground separately from everyone else, only communicating through secure transmissions and drops, providing vital intel for the Insurgence ... she hasn't been seen since. Susan of the Fantastic Four was eventually recruited by Widow to join her, much to her husbands dismay ... she hasn't been the same since her brothers death several months into the conflict._

 **President Fury:** Well we are too deep now to just abandon our plans now, with the support from Transylvania and the successful efforts of Dr Strange and Ghost Rider, we will never have a better opportunity to take the Spectrum. I already have the Punish Squad deployed in the field to look into the X-Mansion attack so hopefully...

 _Suddenly his personal com-link went off._

 **S.H.I.E.L.D. Agent:** Mr President ... the Punish Squad has returned from their assignment. It doesn't look good sir ... they seemed to have suffered heavy losses.

 **President Fury:** How many?

 **S.H.I.E.L.D Agent:** ... 3 in total, sir.

 _President Fury: I want them up here on the double for debriefing._

* * *

 **Webb Dimension**

 **?:** Oh my little Starlight...

 _The woman stepped closer to a stunned Aura and embraced her._

 **?:** The last time I laid eyes on you, you were so small...

 _Aura snapped back to her senses and pushed the woman away._

 **Princess Aura:** Keep your distance, who ... or whatever you are?

 **?:** It's me Starlight...

 **Princess Aura:** Don't call me that! How do you know that name? My mother is bones and dust now ... you can't be here!

 **?:** I gave you it and I've always been with you.

 _Aura smirks and starts pacing around her "mother"._

 **Princess Aura:** Oh really, always? Then you must know what I have done with the life you've given me; I have killed, conquered, maimed and seduced. So tell me, are you proud or disgusted? Am I still your little Starlight or am I a monster?

 **?:** I just think your just confused.

 **Princess Aura:** Confused?

 **?:** All your life, you've done whatever your father willed, but never what truly wanted. You distract yourself with pleasures so you never have to admit what you truly desired, what you never received from your father, what I wasn't able to give you ... love.

 **Princess Aura:** Silence.

 **?:** You thought you found it with the human boy, seeing his deep connection for his wife. You thought you could redirect that commitment onto yourself. But when you discovered she was still alive, you let your jealously and anger consume you ... leading you here. But that's not how it works, sweetheart.

 **Princess Aura:** Enough, I'm not listening to this.

 **?:** What they have is special, indefinable and something you cannot just take for yourself ... that's your fathers way.

 _The Mongo princess stopped pacing and glared at her mother._

 **Princess Aura:** I said enough! You know nothing! My father loves me!

 **?:** No, I loved you ... my little Starlight.

 _Aura let out a cry and lunged at her mother. She passed through the spectre and collapsed as it evaporated into purple mist, leaving the teary eyed Aura alone once again._

 **Princess Aura:** What is this? Why have I been brought here?

 **Madam Webb:** I've brought you here to show you truth.

 _The princess looked up from the ground and gazed up towards the hooded figure of the cosmic entity known as Madam Webb._

* * *

 **Riker Island – New York – Earth**

 _Thanks to Tornado Zs timely rescue, the use of the underground sewer line and recently construction secret tunnels constructed by the Insurgency, MJ was able to avoid Mongo detection as she made it back safely to the hidden HQ. She managed to get her teammate medical aid before being hurried off to be debriefed by the President himself. It was tough for her, but she was able to recount her recent encounter. When her report was complete, Fury slammed his fist against his desk in frustration._

 **President Fury:** The Punish Squad ... decimated by one man.

 **MJ** : Yes sir, if it wasn't for Tornado Z keeping tabs on me ... I wouldn't have made it back in one piece.

 **President Fury:** First, the Moonlight Knights in Jersey, then Seal Team 10 in lower Manhattan and X-Force in Central Park just after that. Your squad was the last experienced covert ops team I had available in the city.

 **MJ:** No one else sir?

 **President Fury:** All our other covert operatives are either deployed across the country or lost communications with completely.

 _MJ fell quiet at this, she couldn't help but feel guilty over this tragedy. The Insurgency resources were limited at best and she just might have set their effectiveness back severely. Fury looked up at MJ and caught her silent expression, knowing what she must be thinking._

 **President Fury:** Its not your fault, Watson.

 **MJ** : With all due respect sir it was. If I hadn't lost my head and tried to take that shot, i wouldn't have given away our position and the others...

 **President Fury:** They knew the risks, as did you. Before for this whole mess started I would have had you court martial for this, if it eases your conscience. But we are not in a position of such luxuries are we?

 _MJ looked Fury in the eye and gently nodded._

 **President Fury:** So, are you ready to go back out there, after everything that's already happened?

 **MJ:** What's my mission, sir?

 **President Fury:** With everything at stake, our assault on the Spectrum is more vital than ever. But with the appearance of this new factor...

 **MJ:** The new Governor?

 **President Fury:** Correct, it is strange that there hasn't been any announcement from the Mongovians regarding him and we have to learn more about this new threat if we want our plans to succeed. Your mission will require you to put those sharp reporting skills to good use and gather Intel on this mysterious new Governor. You are not ... repeat not to engage him directly, until we have a clearer idea with who we're dealing with. You'll need to put together a team, since I can't spare any of our main force...

 **?:** Well you can start with me.

 _MJ looks round to see Frank Castle; the Punisher himself standing by the door, fully kitted out along with a new eyepatch too. MJ smiled as Punisher walked over towards them._

 **President Fury:** You fit for this Castle?

 **Punisher:** Always am Fury.

 **President Fury:** MR PRES...!

 **Punisher:** How you doing, kiddo?

 **MJ:** I suppose you've already heard about...?

 **Punisher:** Yeah, I know. At least your alright.

 _He places a hand on MJs shoulder and gives her a comforting smile, which she returns._

 **President Fury:** Well that's one ... anyone else you have in mind?

 **MJ:** As a matter of fact sir, I do.

* * *

 **Webb Dimension**

 _The princess of Mongo rose to her feet and stared down at her host._

 **Princess Aura:** I know you, Webb? You're a member of that foolish pantheon that betrayed my father!

 **Madam Webb:** Oh child, if that's what you believe ... then you know nothing.

 _Aura lashed out with a back kick aimed at Webb's head, only to have it blocked by Webbs staff. Aura was taken aback by the ease of her action that she wasn't prepared for Webbs counter attack. A blast of kinetic energy that sent Aura hurtling across the compact dimension, crashing on a hard surface. As she got to her knees, Madam Webb instantly appeared right in front of her._

 **Madam Webb:** I wouldn't recommend doing that again, young lady.

 _Aura glared at the entity, scorning her like she was a mere infant._

 **Madam Webb:** You should be grateful, considering I spared your life and brought you into my cosy dimension.

 **Princess Aura:** Then toy with me, with your parlour tricks?

 _The musts surrounding them formed a set of table and chairs just as Madam Webb took a seat._

 **Madam Webb:** What you saw was no trick. It was something you needed to see ... tea?

 _With a wave of her hand, a teapot along with two cups appeared on the table and Madam Webb began pouring herself a drink._

 **Princess Aura:** Needed to...?

 **Madam Webb:** Yes, though you would never admit it. After ten thousand years, have you never once been curious about your origins?

 **Princess Aura:** What is there to know? My mother was one of my fathers concubines and died giving birth to me. My father never speaks of her because he finds the matter to painful to speak of.

 _Webb chuckled and took a sip of her tea._

 **Madam Webb:** If you think for one moment that your father is capable of feeling anything that could bring him emotional pain? Then you are more delusional than I first believed.

 _In a burst of rage, Aura grabbed the table with on hand and flipped it to one side, knocking everything to the ground. Webb on the other hand appeared unaffected by this._

 **Madam Webb:** You prefer coffee instead?

 **Princess Aura:** I command you to send me back, before I slit you from your belly to your brain and feed you your entrails!

 **Madam Webb:** Your Ming's daughter indeed, but what would you do if I did? Continue to persue young Ayala-Parker and her infant?

 **Princess Aura:** Your omnipotence is clearly well deserved.

 **Madam Webb:** I'd rather you didn't ... I admit to have grown fond of young Ben.

 **Princess Aura:** I'll rip that spawn of hers from her lifeless, mangled corpse!

 **Madam Webb:** Practically word for word from your father.

 _The Princess paused upon hearing that curious statement and glared at the cosmic entity as she continues to sip her tea._

 **Princess Aura:** What do you mean by that?

 _Webb stood back up, her chair and tea cup evaporating into mist. She then raised her arms before the mist surrounding the pair of them started swirling around the princess and cosmic. Aura was blinded momentary, thinking that she'd let herself be fooled again. But the mist soon settled and before she knew it, Aura was standing in front of a huge hexagon, web-like structure. The princess gazed up at the contraption just as Madam Webb reappeared beside her._

 **Madam Webb:** The Web of Reality ... with this I can gaze into the very fabric of time and reality. I have used this to peek into the events of the past and future, gaze into it .

 _The princess was cautious at first but her hidden desire to learn the truth was too strong. She gazed into the Web, at first nothing happened, until a dark red fog started to appear and took on the silhouette of Ming, quickly followed by the sound of his bellowing voice._

 **Emperor Ming:** _"YOU HAVE FAILED ME! IF WHAT YOU TELL ME IS TRUE, THEN I'LL TEAR THE INFANT FROM HER LIFELESS, MANGLED CORPSE! NO FIND THEM!"_

 _Suddenly there was a blinding light and the vison disappeared, leaving Aura more confused than ever._

 **Princess Aura:** What just happened? Why wasn't there more?

 **Madam Webb:** The dimension that you and your father are from was sealed away by the Cosmic pantheon, and although you were able to break through, traces of that power remained. It obscures my vison and makes a connection to that dimension ... difficult.

 _Webb recalls the trouble she had trying to communicate with Spiderman after he was captured. Aura however had a thought, she reached into on of her suits pouches and took out the prize item her father entrusted her to collect. She was so consumed by her desire to kill the human girl and completely disregarded it ... until now. Webb was still lost in thought before catching a green glint in the corner of her eye. She turned towards the princess and saw the green stone in her hand._

 **Madam Webb:** The Time Stone?!

 _Aura tapped the stone against the surface of the web, causing a wave of cosmic energy erupt from the stone. Before Aura knew what was happening, she was engulfed in a bright light._

* * *

 _Suddenly Aura found herself witnessing the events of the past, long before her birth. The Mongo Empire was at its height, several of the civilisation that Aura fought alongside of; The Hawk-Men, Lion-Men and Gill-Men have recently been brought into the fold of the empire. It was a time of celebration in Mingo City and many of its citizens praised their powerful overlord ... apart from a small few._

 _A radicalised group of Mongo freedom fighters had emerged to challenge the Emperors rule, believing that his constant wars will eventually bring ruin to Mongo and that the practice of slavery to be barbaric. At first they staged protest and demonstrations to rally the people against Ming but little took notice and the Emperor considered their efforts to be little more than a distraction._

 _Eventually the group turned to more violent methods. Bombing government buildings, kidnaping officials and taking up arms against the military in hit and run tactics. They quickly caught the attention of the Mongo secret police; run by Viceroy Krytis, whom made it his personal mission to bring the trouble makers to justice._

 _After months of turmoil in his beloved city, the Emperor decided to host a gala for the elite of his society, suggested by his Viceroy to show them how little the radicals had affected the emperor. Several hours into the gala, Ming began making a speech for his guests, only to have the servant that handed him his glass, pull out a knife and attempt to assassinate the Emperor. He easily survived the attempt and the assassin was captured by Mings personal honour guards and brought to her knees._

 _Aura eyes widened in shock after discovering that the assassin in question was the very being who claimed to he her mother. After her attempted on Mings life, Auras mother, whom she'd come to learn is named_ _Auranae, was enslaved by the Emperor to be his personal plaything. Taking the place as on of his many concubines, Auranae was made to serves as an example to all who challenged Mings rule._

 _Over several months, Auranae was abused both mentally and physically. Suffering under Mings horrific mind games while being forced to pleasure the Emperor intimately. Several times, Auranae made further failed attempts to murder Ming, while also trying to take her own a few times, both efforts Ming only found to be amusing._

 _Eventually one day however, Auranae fell ill and not wanting his favourite toy to expire too soon, the Emperor had her looked over by healers. At that point she discovered the disturbing truth that she was now pregnant. Surprisingly, the Emperor was very disinterested in that fact, especially to Aura. Auranae however was terrified by at the notion of carrying Mings offspring, but lucky for her, several of her freedom fighter friends were able to infiltrate the palace and rescue her. Taking her far away from the domed city and to their hideout deep within the Red Sea._

 _At first, nobody knew what to make of the fact of Auranae carrying the Emperors child. Over time however, members of the group wanted to use this against Ming, harming the child when it is born to show that the so called "God-Emperor" was vulnerable in some way. Others wanted to raise the infant to fight on their behalf, possibly leading them someday. Auranae didn't care, she just wanted this spawn gone, she once again considered the option of ending it altogether again, but some of her friends talked her out of it._

 _Finally the day came and after what seemed like endless hours of labour, Auranae gave birth to a baby girl ... that she named Aura. After getting over the metaphysical experience of witnessing ones own birth, Aura half expected to she her mother curse her infant self and hand her over to her friends to do with as they see fit. Much to her astonishment, Auranae could only start crying ... and kept crying for a long time before announcing to one of her friends that her baby was "Beautiful"._

 _Auranae fell in love with Aura the moment she laid eyes on her, amazed at herself for being able to produce such a miracle of nature, especaily since she considers herself a low quality specimen. Aura stood beside the vision of her mother, watching as Auranae cooed and comforted the baby version of her, wondering if this is what she had been missing her whole life._

 _Over the passing weeks, Auranae cared for her new born daughter, whispering to her that she was her shining star, her little starlight. Unfortunately, the fanatical group that she was with had reached an agreement, they were going to kill Aura in a public display as a defiance to Ming. Auranae freaked at this decision, confessing that she wants to keep Aura and raise her, but her "friends" left her no choice. Now imprisoned once again by her one time friends, Auranae knew what she had to do. She managed to escape her cell and find her way to the hideouts communications and sent a desperate message to the Mongo secret police before being recaptured. She revealed the hideouts location and begged the Emperor to spare Aura, knowing that her own life was most likely forfeit._

 _It didn't take long for the military to find them, nor was it much of a fight. The soldiers surrounded the hideout and they swept through the facility with deadly precision, while battle cruisers engulfed the sky. The entire group of fanatics were massacre, from her cell, Auranae could listen to the slaughter taking place outside. The screams of her friends echoed around her, followed by the never ceasing gunfire. Eventually, silence fell. Auranae was curled up on the ground, crying as Mongo soldiers opened her cell door and entered ... one of the carrying a crying Aura in his arms._

 _The trip back to the capital wasn't an unpleasant one. Auranae was treated very well in all respect, being feed and watered and attended to by handmaidens, all of them praising her for giving birth to a beautiful child of their Emperor. When she even offered to let them hold her, all had refused, explaining that they were not worthy. Auranae enjoyed this time she was spending with her daughter, but as they drew closer to the capital, she knew it wouldn't last._

 _Auranae was lead into the throne room, where Ming the Merciless sat on his golden throne, staring at her as she drew closer, while carrying Aura in her arms. Terrified by his expression, as she reached the foot of the throne, she stood meekly in his presence, fearing what fate was waiting for her and her daughter. Surprisingly, Ming expressed his happiness at her return and even rose from his throne to step down to her and embrace her. Ming then escorted her personally to a chamber at one end of the palace, that could only be described as a lavish, Royal nursery; decorated with solid gold floors and red drapes, with a golden crib at the centre._

 _Auranae was overwhelmed by this and when Ming told her to place the child in the crib, she eagerly did so. Auranae seem so happy right now, but it occurred to her what all this meant. She could feel Ming standing directly beside her and felt warm tears running down her face. In a weak, cracking whisper, she asked Ming a chance to say goodbye to her daughter, only to be answered with a cold "If you must". Auranae whispered down at Aura, something that the Princess watching couldn't hear. When she was done, Ming placed a hand on Auranaes shoulder, she took in a sharp intake of air before being disintegrated into nothing._

 _ **Do you think you've seen enough?**_

* * *

 _Suddenly Aura found herself back in the Web dimension, on her knees, processing what she just endured. Madam Webb stepped closer to her and attempted to place a comforting hand on Auras shoulder, but the Princess smacked it away._

 **Princess Aura:** Get away from me witch!

 **Madam Webb:** You cannot deny it any longer, It is time to stop this madness.

 **Princess Aura:** And what madness is that?

 **Madam Webb:** Everything your father is striving for; do you think he is having you collect the stones if not to use them. Do you really believe that he is constructing a "gateway"? Your smarter than this, what he has planned is of no benefit to anyone but himself. It is time to do what is right.

 **Princess Aura:** Why would I do such a thing?

 **Madam Webb:** So that your mother can rest in piece.

 **Princess Aura:** My mother wronged me, can't you understand? She tried to take me from my birth right and was rightfully punished for her crimes.

 **Madam Webb:** No ... your mother loved you. She loved you so much that it cost her, her own life.

 _Aura turned away from Webb and hung her head quietly before the cosmic moved closer towards her._

 **Madam Webb:** Look at me Aura ... you blood, your heart, your eyes are the same as hers. The blood pumping through you, the raw material is the same. You have the same potential as her.

 **Princess Aura:** That is the past!

 **Madam Webb:** It can be the future! Buried deep beneath you, underneath all the years of neglect and anguish, their is something that has never been given a change to be nurtured. The potential to _become more than what you are, to be a better person. Admit it, there was a time, long ago when you would look up at the stars and dreamed of what will be._

 **Princess Aura:** Childish dreams, Webb. I am what you see now.

 **Madam Webb:** I see more than that, I see what you could be. The daughter of Auranae would never allow a being like Ming to continue destroying innocent lives, she's better than that!

 **Princess Aura:** I am what life has made me.

 **Madam Webb:** And what would you with that life? Continue to waste it in a blaze of rage and selfishness? There is a better way.

 **Princess Aura:** Its far too late for that.

 **Madam Webb:** No ... never, its not too late. You saw the choices your mother made, follow her example and make the right one now.

 **Princess Aura:** I can't fight what I am.

 **Madam Webb:** Yes ... you can.

 _Webb used her limited powers to open up a portal out of her realm._

 **Madam Webb:** This will lead you onto your fathers ship, you can ask for his truth yourself. Think it over, what you have seen and heard. You know it is the truth.

 _Aura hesitated at first but slowly she walked over to the portal. She stopped just before stepping through and looked back over her shoulder at Webb._

 **Princess Aura:** You think you know mine and my fathers true nature?

 **Madam Webb:** Mings? Yes. Yours? We shall just have to wait and see.

 _Aura stepped through the portal and it closed behind her, leaving Webb alone in her sanctuary. From beneath her robes, she revealed the Time Stone that she carefully acquired from the princess and examined it closely._

 **Madam Webb:** Only time will tell.

* * *

 **A/N: Comment and Review**

 **Thanks**


	13. Grief and Vengeance

**DISCLAIMER: I DO NOT own Ultimate Spider-Man or any related characters, Spiderman Noir or Pulp era characters and themes. Everything belongs to Marvel, Disney or Dynamite Entertainment ... apart from the story.**

 **(Prosp88) - Hey guys, just to let you know that's my _Kickstarter_ campaign up and running (you can find the link to it on my profile page on ) Check it out if you like.**

 **In short; I don't own anything in this story.**

 **This is just for fun.**

 **Enjoy**

* * *

 **Chapter 12: Grief and Vengeance**

 **Insurgency HQ – Riker Island**

 _MJ was given her mission; gather intel on this mysterious new Governor in preparation for the Insurgency's operation. But she was going to need a team, a more powerful team than the punished squad, this mission was too vital. Punisher and herself were the first two, the third; a surviving mutant operative codename: Mirage that MJ previously fought alongside in a few skirmishes with her old squad. The next were some old friends; Powerman aka Luke Cage and Danny Rand aka Iron Fist. The two of them have been fighting side by side ever since the invasion and when MJ asked for their help, they were more than enthusiastic._

 _The last member of MJs team however, wasn't going to be easy to convince. MJ made her was to the bases barracks and found the room she was looking for, outside the door was another familiar face she hadn't seen in a while._

 **MJ:** Sarah!

 _The Rocketeer smiled at her and stood still as MJ quickly closed the distance between them and they embraced each other in a warm hug._

 **Sarah:** MJ! Its so good to see you.

 **MJ:** Same here, its been too long. How are things with you and Cliff?

 **Sarah:** Better than we feared, worse than we hoped; we've been working with Stark and it looks like we'll have the arsenal we need for the operation...

 **MJ** : But...?

 **Sarah:** Pilots have been coming up short. Grandpa Cliff and I have been grabbing hold and training anyone who can operate so much as a lawnmower, but its not easy.

 **MJ:** I'm sure you guys will pull it off.

 **Sarah:** Me too ... I've never seen anyone like Grandpa Cliff work his ass off like he does.

 _MJ smiled, but then the two of them fell into an awkward silence, both knowing what the other is going to ask and say next._

 **MJ:** How's she...?

 **Sarah:** Not good. Are you sure you want to do this? She's hardly slept since it happened, I don't think she's even been eating. I'm worried that she might...

 **MJ:** We need to give her some purpose again. And she'll want to be part of this mission.

 _She turned towards the room and opened the door, the lights weren't on and MJ couldn't see anything, but this did not stop her from stepping inside. The room was dark and in a shambles, but in the centre of it sat the silhouette of the person MJ needed to see._

 **MJ:** Mulan? Its me ... MJ...

 **Kato:** I know it was you ... I could hear you two talking outside ... what do you want?

 _Her voice was weak, as if she hadn't spoken in weeks. MJ took a few cautious steps closer to see Kato, but her face was still shrouded in darkness._

 **MJ:** I've been given a important mission from the President, I'm putting together a team and I want you to be part of it.

 **Kato:** Then why come to me ... I'm no good to anyone now.

 **MJ:** That's not true! Your still needed now more than ever.

 **Kato:** I've failed my charge and brought shame to my family. Because of my failure, the Reid line has ended ... and I lost Luke.

 **MJ:** So now your just going to stay sitting here moping? The Kato I knew wouldn't stay in a dark room and emo like it was...

 **Kato:** I tried to end it you know.

 _MJ was speechless, she never thought Kato would try to take such a drastic action._

 **Kato:** But I was too scared to go through with it, I failed even in that duty.

 **MJ:** No, you didn't fail. You just aren't finished yet.

 _MJ reached into her backpack and took out Green Hornets mask that she recovered and dropped it on the floor beside Kato. Kato stared down at the mask as MJ got to her feet._

 **MJ:** We're going after the one who did this ... if you feel like making Luke's sacrifice mean something then I'll see you 1800 in the hanger. If not ... then look after yourself, the rest of use still have a job to do.

 _She stormed out of the room, leaving Kato alone in her sorrow. She eventual picked up the mask and examined it, the once green mask was now charcoaled almost completely black from the explosion that claimed her loves life. Kato stood up and walked over to a nearby mirror and stood facing it, she held the mask up to face level for a few moments before using it to smash the mirror with a single strike. As the shards of glass scattered everywhere, Kato once more let tears escape her. After few moments she looked down at the mask once more._

 **Kato:** We will see each other again my love, my Luke ... but there is something I still need to do first.

* * *

 **New York City – Queens**

 _Mongo forces have swarmed throughout the streets of the Queens suburbs. Troops begin braking down doors of houses and begin dragging civilians from their homes. Dusk watches on as his troopers tear apart families, beat men to the ground, restrain women and ignore the cries of children._

 _Maybe he had been away for too long, or maybe he never spent enough time around here, but Dusk couldn't recognise a single person who was living here. They seemed like strangers to him, not that it mattered any more. After his audience with the Emperor, he felt different, he was more focused, more motivated than ever to bring this world to heel, especially with his masters impending arrival. Dusk was lost in his thoughts as one of his troopers hurried up to him to give him his report._

 **Mongo Trooper:** My Lord, we've swept the whole area and there doesn't seem to be any sign of Insurgent forces that were reported in this sector.

 **Dusk:** _"Double your search."_

 **Mongo Trooper:** My Lord, if they are here we would have found them.

 **Dusk:** _"Only because you don't know how to look."_

 _He looks over to a group of civilians while they were being rounded up and knew what he had to do._

 **Dusk:** _"We must flush them out."_

 _Meanwhile, from one of the nearby houses; Molecule Kid, Wiccan and Inferno remain hidden from the enemy force. The house they currently occupy was abandoned long ago and they've been using it as a safe house, thanks to Wiccans concealment spells, during their fight against the occupation. Inferno looks out from the upstairs window at the oblivious troopers swarming the streets as they round up the nearby civilians._

 **Inferno:** We can't just sit about and do nothing!

 **Molecule Kid:** We're outnumbered Dante, and if we start causing trouble now, then a lot of innocent people are going to get in the way.

 **Inferno:** So what, we let them terrorise these people?

 **Wiccan:** They come, they search, they leave ... they always do.

 **Inferno:** Janice wouldn't have sat around...?

 _Within an instant, Molecule Kid grabbed Inferno and threw him against the wall._

 **Molecule Kid:** Well she's not here anymore, isn't she?!

 _He glared at Inferno as Wiccan held him back, he and Janice (otherwise known as Joystick) had been together since before the invasion. The two of them fought side by side with each other ... until a few weeks ago, when their team stepped in to rescue a group of civilians from Mongo patrols. One of the enemy troopers got in a lucky shot and... Aaron still remembers holding Janice in his arms. But then Molecule Kid's anger subsided as blaster fire could be heard from the street outside, followed by loud wailing and sobbing._

 **Wiccan:** This isn't good.

 _Back with Dusk, he had just finished ordering a squad of his men to execute a group of civilians. With a wave of his hand, some of his troopers picked out some randomly selected people and made them stand in line, in front of an execution squad. They civilians pleaded with their captors, only to be met with a barrage of blaster fire at Dusks command._

 **Dusk:** _"Come out, come out, wherever you are."_

 _He signalled for his mean to continue, this time they picked out a full family, with three young children. The cries coming from the rounded up civilians was near deafening as the family was forced to line up, facing the execution squad. Dusk gazed around the streets and houses, looking for any sign of heroic intervention, when none seem to came he gave his men the order._

 _The squad of troopers aimed their weapons to fire, but before they could pull the trigger, flames suddenly engulfed the troops. The family ran for cover as the mongo troopers screamed and collapsed as they burned to death._

 _Dusk didn't flinch at the sight of this, only to turn and face the three young heroes standing in the street a few yards away from him. The rest off his forces however quickly open fired on their enemy, only to have their shots blocked by wiccans energy shield._

 **Wiccan:** Well ... now what?

 **Inferno:** We do what we always do.

 **Molecule Kid:** Fuck ... shit ... up.

 _He raised his "wand" causing the sidewalk to turn into quick sand ... taking several unsuspecting troopers by surprise as they sink into the ground. Inferno fired several fireballs into groups of troopers while Wiccan levitated and handful of Mongos and sent them hurtling into the air. Some Mongo Troopers readied their heavier weapons and fired a few rounds of explosives towards the trio, only to have Molecule Kid turn them into fire works and sent them up into the air and out of range._

 _Dusk only stood by and watch as the trio took on his forces with ease. A nearby Mongo walker began firing and Inferno, but he flew up to the walkers "head" and used his flames to melt it, killing the operatives inside and letting the remains collapse onto the ground. Troopers continued to open fire at Wiccan, only for him to counter attack by using the electricity stored in the wires over head to fore electric bolts at his opponents._

 _In an attempt to befuddle the remaining Mongos, Molecule Kid used his wand to change the entire street to a fluid and watch as enemy troopers began splashing around before turning the street solid again, leaving many Mongos trapped in the ground. By that point, what little Mongo troops remained began to fall back, with the exception of Dusk who continued to observe the three heroes as they approached him._

 **Molecule Kid:** There! No more cronies to do your dirty work!

 **Inferno:** That leaves just you on your lonesome.

 **Wiccan:** You have us all to yourself.

 _Dusk didn't respond at first, instead he just stood his ground and stared at the trio, letting them encircle around him. A few moments later he broke the silence._

 **Dusk:** _"Perfect."_

 _He ignited his energy sword and plunged it into the ground, unleashing a energy shockwave that knocks back the young heroes. Inferno quickly retaliated by firing a barrage of fireballs towards Dusk, however this proves ineffective as they strike his body. Next, Inferno lets loose a powerful flamethrower towards his target, but Dusk manages to leap up high and out of range of the blast. Wiccan thinks quickly and uses his telekinesis abilities to catch Dusk in mid air and throw him crashing down into a nearby house. Molecule Kid then uses his wand on the debris of the house to encase around Dusk like a liquid, before solidifying the material into a sphere, trapping him._

 _At first the trio believe themselves victorious, until the sphere began to shake violently. Suddenly Dusks energy blade penetrated outward, cracking the surface of his prison. Inferno quickly responded by setting fire to the sphere with his flames, while Wiccan contained the flames as they got hotter within a shield he created around the sphere._

 **Molecule Kid:** Keep it up, Dante!

 **Inferno:** Lets bring on the heat!

 _This carries on until Inferno collapses from exhaustion, then both Wiccan and Molecule Kid step closer to the lump of scorching debris now before them. The sphere was now motionless, nothing could have lived through that they thought, nothing._

 **Wiccan:** We did it? I think we did it!

 _He and Molecule Kid high fived each other as Inferno staggered back to his feet to give them a thumbs up. They started laughing with one another, another battle to boast about, until the sphere shook ever so slightly. Suddenly Dusks hand punched its way through the debris and grabbed hold of Wiccans neck. Before any of the heroes realised what was happening, the sphere exploded, sending debris flying everywhere, along with Molecule Kid._

 _When the dust settled, both Molecule Kid and Inferno struggled to get to their feet as they heard Wiccans gurgling and gasps. Inferno looked across to see his friend struggling against Dusks tight grip and yelled out to him just as Dusk swiftly snapped the young mutants neck, before letting him crumple to the ground. Dusk turned to face the remaining pair, his cloak was mostly burned away but apart from that, there was hardly a scratch on him._

 **Dusk:** _"A good attempt."_

 _He once again ignited his energy blade._

 **Dusk:** _"But it wasn't good enough."_

* * *

 **Insurgency HQ – Riker Island**

 _Some time had past since MJ attempt to persuade Kato, now she's waiting for the rest of her new team for deployment by their dropship, along with Punisher. As she looks around the hanger, she could see all the preparations that were being readied for the big operation; both Iron Man and Mr Fantastic are running system checks on a large production of "Hulk-buster" armour. Both Capt. America and Rocketeer are lecturing a group of young volunteers while She-Hulk carrying some equipment past a group of vampires that were recently sent by Dracula. Not before long, both Iron Fist and Powerman joined her at their dropship and MJ embraced them both with a warm hug._

 **MJ:** Its so good to see you guys.

 **Iron Fist:** It eases my heart to see you again, MJ.

 **Powerman:** Yeah, it'll take a lot more than what these Mongos have been throwing at us to take us down.

 **MJ:** Danny ... I ... I heard about Dana...

 _In a swift motion, Fist raised his had to cut her off._

 **Iron Fist:** Dana is strong, we will be together again when we liberate the Mongo prison.

 **?:** I'll certainly be making sure of that.

 _The three of them turn around to see the Mutant Mirage walking up to them, though MJ was glad to see her, Iron Fist was taken completely by surprise._

 **Iron Fist:** Danielle?

 **Mirage:** Hello Danny.

 **Powerman:** Friend of yours?

 **Iron Fist:** Danas sister. I thought you were killed when the Mongos scorched Madison Square Gardens?

 **Mirage:** You heard wrong.

 **Punisher:** Well If that's everyone nice and caught up, maybe its time to get your butts on board.

 _He pulls open the doors to the dropship and climbs inside, followed closely by the rest of the new squad. MJ was that last one to go, but before she got a chance, she felt a hand over her shoulder. MJ turned round to face none other than..._

 **MJ:** Kato?

 _Only this time there was something different to her friends attire; she wore her usual black chauffeur outfit, only with a much shorter jacket along with a katana strapped to her back. She disregarded her hat and her hair was tied into a long ponytail. And last but not least her face was covered by Reid's black scorched mask. She moved past MJ to climb into the dropship, bur not before looking back at MJ._

 **Kato:** Call me ... _**Black Hornet**_.

* * *

 **A/N: Please Comment and Review**

 **Thanks**


	14. A Merciless Dispute

**DISCLAIMER: I DO NOT own Ultimate Spider-Man or any related characters, Spiderman Noir or Pulp era characters and themes. Everything belongs to Marvel, Disney or Dynamite Entertainment ... apart from the story.**

 **In short; I don't own anything in this story.**

 **This is just for fun.**

 **Enjoy**

* * *

 **Chapter 13: A Merciless Dispute **

**Spectrum Station - Dusk's Chambers**

 _The tyrannical Governor of Earth; Dusk, awaits the arrival of his Emperor while in the solitude of his private quarters. Kneeling quietly in front of pedestal placed at the centre of the chamber. Placed on top of it are a small collection of objects; the Asgardian bow Dusk used to conquer the realm of Asgard, a picture that he found at the Cobalt Club, and a old, torn, white mask._

 **Dusk:** _"Forgive me … I … felt … him again … that failure. The Emperor sensed him too, my master truly is wise and powerful. He has once again guided me in my true purpose … but."_

 _He hesitated for a moment, his thoughts drifting back to that "uncomfortable" meeting with Ming sometime ago._

 **Dusk:** _"He's still there … I know it, deep inside me. My master told me what I do to rid myself of this affliction, but I do not possess the wisdom to see how. I wish you were here at my side now, you always could see clearly when I was blind. But I was not strong enough to help you or our baby, and now I am forced to live in this miserable existence where neither of you not here."_

 _He rose to his feet and reached into his robe before pulling out a broken neckless of black pearls and resting them amongst the other items._

 **Dusk:** _"Happy Birthday Ava, my wife. If only I could have saved you"._

 _Dusk caresses the remains of one of Tigers old masks, that he found recently on his excursion to the planet. Suddenly the door to his chamber opened and in walked a Mongo lieutenant._

 **Mongo Lt.:** My Lord, my apologies but...

 _He started to lose his voice the moment Dusk started slowly turning to face the officer. Swiftly, Dusk placed his hand on a panel on the side of the display stand, causing it to descend into the ground, as if it was never there._

 **Dusk:** _"Don't allow me to interrupt you Lieutenant. Tell me … were you shocked by what you saw?"_

 **Mongo Lt.:** My … Lord, I was … behind you … I didn't see...

 _Without warning, Dusk outstretched his hand and the officer felt something gripping his neck. The officer struggled as he could felt himself being dragged across the chamber, to suddenly have his throat within the tight grip of Dusks hand._

 **Dusk:** _"I AM AWARE OF WHAT YOU SAW!"_

 _The officer started to gargle as Dusks hand started to squeeze tighter._

 **Dusk:** _"You know I am not to be disturbed when I an in my PRIVATE chambers! There had better be an excellent reason for this intrusion?!"_

 **Mongo Lt.:** My … my Lord … the Emperors … arrived...

 _Without a moments hesitation, Dusk dropped the Mongo to the floor and stormed off out of his chambers, leaving the lieutenant to gasp for air on the floor._

* * *

 **The Emperors Reach – Bridge**

 _The colossal dreadnaught came out of hyperspace and headed towards the planet Earth. Its crew is readying to bring the vessel in proximity to the station orbiting the planet after a long journey, its captain relaying simple commands to the them, everything seemed normal. Until a large portal opened out from nowhere right at the centre of the bridge. Guards swarm round the spacial anomaly, until a figure stepped into view; none other than Princess Aura herself. The Captain jumps in surprise as the guards stand to attention._

 **Reaches Captain:** Your Highness?! How?

 **Princess Aura:** Where is my father?

 **Reaches Captain:** In the royal throne room.

 _She turns away and moves swiftly towards the bridges exit, just as she is about to leave, the Captain calls after her._

 **Reaches Captain:** Shall I let him know your on board?

 _The Princess exited the bridge without a word to him. He then turns to one if his officers._

 **Reaches Captain:** Best send a message to the Emperor ... she does not look happy.

* * *

 **The Emperors Reach – Throne Room.**

 _Aura storms inside the golden throne room, nearly knocking the massive entrance doors off there hinges. Her fathers personal honour guards react quickly by raising their weapons, before Ming raises his hand in a gesture for them to stand down. They do so, allowing the Princess to continue approaching her father as he sits on his seat of power._

 **Emperor Ming:** My beloved daughter, I must say I'm surprised at your sudden arrival.

 **Princess Aura:** I was given a short cut here ... from Madame Webb.

 **Emperor Ming:** Webb?! You found her?

 **Princess Aura:** More accurate to say that she found me, while I was acquiring the Time Stone. Apparently she's hiding in some dimension of her own creation.

 _Ming pondered on this information before smiling to himself._

 **Emperor Ming:** That sly old... I wondered why I couldn't sense you some time ago. What of the stone? Do you have it?

 **Princess Aura:** No, she took it from me.

 **Emperor Ming:** YOU LOST IT!

 **Princess Aura:** It doesn't matter anymore.

 **Emperor Ming:** Doesn't matter?

 _He rose from his throne._

 **Emperor Ming:** It may have escaped your notice my dear, but any one of the Infinity Stones are powerful on their own. With all stones in my possession, nothing can possibly challenge me. And you have allowed one of my oldest enemies to claim it?! Can you guess what kind of damage Madame Webb could do with that stone?

 **Princess Aura:** She may have done more damage than you think.

 **Emperor Ming:** And what is that meant to mean?

 **Princess Aura:** I know.

 **Princess Aura:** I know what you did ... to my mother.

 _The entire throne room went quiet, no one dared to break the eerily silence. Ming narrowed his eyes at his daughter, who refused to look away from him. Finally Ming spoke up to the entire room._

 **Emperor Ming:** Leave us ... no one is to enter.

 _At his command, his guards turned and marched their way out of the Throne room, leaving only the Emperor and Princess of Mongo alone. Ming didn't say anything else until he was sure that the following conversation wouldn't be overheard._

 **Emperor Ming:** What are you talking about?

 **Princess Aura:** I always thought that my mother had died giving birth to me. That was it wasn't it ... that's what you told me? But now I learned that you played a hand in it...

 **Emperor Ming:** Is this what Webb told you? She was lying.

 **Princess Aura:** You hunted her like the animal you treated her as! When she defied you by taking me away from you. It wasn't because you cared about me, you just didn't want to look weak!

 **Emperor Ming:** You would believe this ... this ... this witches lies, over that of your own father?! I can only assume she has charmed you?

 **Princess Aura:** She was my mother! Madame Webb was right, I had to earn your love and affection all my life, through blood, sweat and tears. But hers was unconditional.

 **Emperor Ming:** Everything I had done was to ... to ready you for the harshness of life that lies before you ... to prepare you. Your mother...

 **Princess Aura:** Say her name! Auranae! That was her name and she loved me, like you never had. You betrayed me, you lied to me!

 **Emperor Ming:** I am your Emperor and your father ... You will show me respect!

 _For a moment, Aura held back and what she was about to say next and it looked like Ming was able to get through to her. However, Aura began walking towards the Emperor. Before drawing her staff._

 **Princess Aura:** Draw ... your ... blade.

 **Emperor Ming:** Have you completely lost your mind?

 **Princess Aura:** I said ... draw ... your blade.

 _She was only feet away from him now, but Ming stood his ground._

 **Princess Aura:** If you choose not to defend yourself ... I will strike you down where you stand.

 **Emperor Ming** : You are my daughter ... you will not raise your hand to me.

 **Princess Aura:** As off this moment, I am the daughter of Auranae ... not you.

 **Emperor Ming:** Then strike me down Auranaes daughter and prove it.

 _The two of them just starred at each other for what seemed like an eternity, just waiting for the other to make the first move. Suddenly, Aura attacked her father, swinging her staff towards his head, but Ming quickly materialised his sword in his hand and used it to block her attack. The two of them hold this pose for the moment._

 **Emperor Ming:** You dare...!

 _However, Aura only responded with a battle cry, and continued her assault. With her skill, honed over millennia, she used her staff to strike at her father with lightning fast precision, aiming for his head, joints and legs. Her father parried her attempts with ease, leading her around the bases of his throne as she pushed forward with her attacks._

 _Clearly, Ming was just playing with his daughter, believing she was no real threat to him. This reminded him of those tantrums she used to have when she was a child. He would let her lash out, before putting her in her place. This time she wasn't a little girl anymore, but a experienced warrior. Her prowess was deadly and her technique, lethal. But Ming knew her weakness, and he wasn't above exploiting it._

 **Emperor Ming:** If you truly desired to harm me; wouldn't this contest be over now?

 **Princess Aura:** Enough of your words!

 _She leapt up and swung her leg at Mings head, only to be met with empty space as Ming quickly dodged and spun around her. Aura quickly regained her footing and performed a back flip to land right behind her father. She thrusted her staff to impale her target, but Ming simply stepped aside, before grabbing her wrist and tossing her to one side._

 **Emperor Ming:** After all your years of warfare, you are still just a spoiled child looking for attention.

 **Princess Aura:** Shut up and fight me!

 _She tried to rush at her father, but Ming merely pushed her away with his cosmic powers before she got close, sending her crashing onto her back. Aura managed to get to her knees as Ming slowly approached her._

 **Emperor Ming:** This tantrum has gone on long enough! I have indulged your outburst, but no more. Perhaps I should remind you of what happens when a disobedient daughter disrespects her all powerful father!

 _Aura clutched her fists in anger, she was a fool to stand up against Ming. He was a cosmic god, while she was just a ... just a..._

 _Her thoughts trailed back to what Madam Webb had said to her, what she showed her; of her mother Auranae, the trials and hardships she had to endure at the hands of Ming. The Princess thought back to seeing the memory of the last time her mother was alive, leaving her in her crib and whispering to her. But something was different, before she couldn't make out what her mother said, now however her mothers last words were as clear as if she was standing right beside her_.

 **Auranae:** _"My little Starlight, I won't know what the future holds for you. Just know that no matter what happens, you have a mummy, and she loves you ... forever and always."_

 _Aura would never be able to explain what happened next, suddenly she felt an energy surge from deep inside her, engulfing every inch of her body. She let out a roar of anger as the cosmic energy exploded from her, the sheer force was enough to push a surprised Ming back several feat, as he raised his hands to shield himself from what is happening._

 **Emperor Ming:** What on Mongo...!?

 _He looked over to his daughter, now enveloped in some kind of cosmic aura and failed to react in time as she rush towards him and punched the Emperor in the face, sending him crashing into the wall behind him. As he regained his composer, he looked at his daughter wide eyed, who now seems to be in some kind of feral state._

 **Princess Aura:** RAAAAAHHHH!

 **Emperor Ming:** (Whispering under his breath) My Hammer...

* * *

 **Emperors Reach – Hanger**

 _After his personal shuttle had landed inside the hanger of the colossal warship, Dusk quickly disembarked and began striding his way down the vast hallways, causing several crewmembers to cautiously stay out of his way as he marches past them. Dusk enters a turbo lift and heads up towards the Throne room. While waiting inside, the Emperors Hammer felt a intense pain surging throughout his head, forcing him to lean against the wall to support himself._

 **Dusk:** _"My ... What's happening?"_

 **Emperor Ming:** _"My Hammer! Come to me!"_

 _His masters words echo inside his head as the pain quickly subsides._

 **Dusk:** _"My Emperor ... he's in danger!"_

* * *

 **Emperors Reach – Throne Room**

 _Ming narrowly avoids a strike from his cosmic empowered daughter, as her fist impacts the ground, shattering it. She stares menacingly at her father through glowing eyes, her rage continuing to build up as she lashes out._

 **Emperor Ming:** Aura! Listen to me!

 **Princess Aura:** RAAAAHHHHH!

 _She leaps over to Ming, just as uses his powers to create a protective force field around him and begins smashing her fists down upon him. The sheer force of her strikes is enough to bring the Emperor to his knees. A moment later, Auras strikes shatter through Mings defences, shattering his shield and kicking him across the room and crashing at the foot of his grand throne. The Emperor raises his head to look at his daughter as she slowly approaches him._

 _Meanwhile, outside the throne room, All of Mings Royal guards await by the massive doors. For a while the guards could hear the commotion from within, but they obey their emperors orders, until one guard decided to speak up._

 **Royal Honour Guard 1:** So ... should we investigate...?

 **Royal Honour Guard 2:** You want to shut up before you get us all killed.

 _Suddenly the turbo lift at the end of the hallway opens and Dusk rushes out and runs towards the throne room doors, only to be blocked by some of the guards._

 **Royal Honour Guard 2:** Our Emperor has ordered to not be disturbed!

 **Dusk:** _"FOOLS!"_

 _He uses his cosmic powers to push the guards out of the way._

 **Dusk:** _"They're going to kill each other!"_

 _He busts the doors open with his super strength and as they crash down in front of him, letting him see the disturbing sight ahead; His master in a previously unseen weaken and fragile state, kneeling by his throne as the princess materialises an energy sword in he hand and raises it up to strike at her father._

 **Dusk:** _"AURA!"_

 _He dashes forward with his super speed and ignites his own energy blade and uses it to block and lock blades with Auras weapon as he moves in between the two Mongo royalty._

 **Dusk:** _"Don't! I know you don't want to do this!"_

 **Princess Aura:** MY MOTHER IS DEAD BECAUSE OF HIM!

 **Dusk:** _"Kill your father will not change that. You have already lost one parent, do you want to lose another?"_

 **Emperor Ming:** Listen to him Aura.

 **Dusk:** _"Your Highness, just back away."_

 **Princess Aura:** YOU WERE NOT THERE! MADAME WEBB SHOWED ME THE TRUTH ABOUT MY MOTHER! I NOW KNOW WHAT HE DID!

 _For a brief moment, Dusk faltered slightly upon hearing that name._

 **Dusk:** _"Webb?"_

 _Suddenly, Aura disengaged her blade from Dusks and knocks him back a few feet before bringing her blade up to her fathers throat. The entirety of Mings guards had reached them and began encircling the scene with their weapons drawn. However Dusk gestures them to stay where they are._

 **Princess Aura:** AFTER EVERYTHING YOU HAVE DONE, YOU REALLY EXPECT ME TO LET YOU LIVE?

 **Emperor Ming:**... Aura...

 **Princess Aura:** YOU HAVE CAUSED ME SO MUCH SUFFERING AND PAIN, I WILL PUT AN END TO THAT!

 _All of a sudden, Dusk grabs hold of Auras wrist, using all his strength to stop her from finishing off the Emperor._

 **Dusk:** _"Webb ... was lying!"_

 _Auras head spun swiftly to stare at Dusk._

 **Dusk:** _"She's a deceiver. She tricked you ... it wasn't your mother you saw, it was an illusion."_

 _Aura just continued to gaze at Dusk, hanging on his words._

 **Dusk:** _"Everything ... whatever it was ... everything Madame Webb showed you. It was what she wanted you to see."_

 **Princess Aura:** YOU DON'T KNOW THAT!

 **Dusk:** _"She tricked me too, fed me a never-ending amount of hyperbole and half truths. This has been her plan all along, to turn you against your father. And if you kill him ... the Empire will tear itself apart. Can't you see... this is what she wants."_

 _The Princess slowly looks towards the floor, taking this all in and pondering Dusks meanings. Suddenly the Emperor speaks up in a soft voice, very unnatural to him._

 **Emperor Ming:** Listen to him, he speaks the truth.

 _She quickly presses the blade closer to his neck and glares at the Emperor with her glowing eyes._

 **Princess Aura:** SWEAR TO ME ITS NOT TRUE! YOU ARE NOT RESPONSIBLE FOR MY MOTHERS DEATH ... GIVE ME YOUR WORD!"

 _The entire throne room was silent, no one dared to make even the lightest of sounds. Then the Emperor took a breath and broke the anticipating silence._

 **Emperor Ming:** I swear on my very being that I loved your mother, how could I not since she did what even I thought was impossible and bring you into my life.

 _Aura could feel her anger beginning to drain away from her, along with her powers._

 **Emperor Ming:** Hardly a day goes by when I don't think of her, especially when I look at you. Your strength, determination, passion ... it all came from her.

 _Dusk could see tears starting to from around Auras eyes._

 **Emperor Ming:** I could never have done anything to hurt her.

 _The cosmic aura surrounding the Princess started to disappear, her hand starts to shake as the sword she is wielding begins fading. She collapses to the ground and starts crying, while continuing to hold her fathers gaze, horrified by her actions. And much to Auras own surprise, Ming reaches over to her and gently pulls her into an embrace._

 **Emperor Ming:** Oh, my little Starlight ... you are more precious to me than ... than anything.

 _Aura struggles for breath in her weakened state._

 **Princess Aura:** I ... I ... I'm ... sorry...

 **Emperor Ming:** You are not to blame.

 _As this touching moment lingers on, Dusk only looks to the pair of them. Cursing Madam Webb for nearly destroying the most powerful bond there is ... a bond that he will never experience thanks for her._

* * *

 **Emperors Reach – Princess Auras Quarters**

 _Aura was exhausted by the entire ordeal, she was brought to her quarters on the ship by her father and Dusk, then left to be attended to by servants. As Ming exited his daughters quarters, he found Dusk waiting outside for him. He walked up to his Hammer as his servant bowed to him._

 **Emperor Ming:** Well done, my faithful servant. Where there was once conflict, I know sense conviction. Weakness ... now strength.

 **Dusk:** _"Thank you, my master."_

 _Ming looks away for a moment, towards the door of his daughters room._

 **Emperor Ming:** I had never even suspected that my daughter was capable of possessing such power within her. Perhaps I have indeed overlooked her for too long.

 **Dusk:** _"Forgive me my master, but it is not your fault..."_

 **Emperor Ming:** I am aware of that. That witch, Madame Webb is to blame. Turning my precious daughter against me. If it were not for you...

 _He faces his Hammer._

 **Emperor Ming:** But we are now aware of the forces that move against us. We must move quickly, Webb can be relentless, if she and her pawns are not all destroyed ... it'll be chaos without end.

 **Dusk:** _" Indeed my master."_

 **Emperor Ming:** My plans must accelerate. I need you to return to earth, and finally deal with this nuisance of an Insurgency.

 **Dusk:** _" I already have a plan in preparation, master."_

 **Emperor Ming:** Construction of the gate can no longer be jeopardise, I will have General Kala bring it here for completion, so that I may watch over it. Before you leave, ensure that all the infinity stones are secure in my vault.

 **Dusk:** _" At once."_

 _He bows to the Emperor and turns to leave. He only takes a few steps before the Emperor calls to him._

 **Emperor Ming:** My daughter, she never speaks of her feelings. But her actions today could not hide what she feels towards you.

 _Dusk halted at that and stood where he was for a moment before turning back to his Emperor to respond._

 **Dusk:** _"I no longer speak of my feelings, especially with words."_

 _On that, he turned back and continued to march away, flanked by two Mongo guards, leaving Ming looking on after him._

 **Emperor Ming:** Careful ... boy.

* * *

 **A/N: Please Comment and Review. Sorry this one took so long guys, life you know.**

 **Thanks**


	15. The Galatic Coalition

**DISCLAIMER: I DO NOT own Ultimate Spider-Man or any related characters, Spiderman Noir or Pulp era characters and themes. Everything belongs to Marvel, Disney or Dynamite Entertainment ... apart from the story.**

 **In short; I don't own anything in this story.**

 **This is just for fun.**

* * *

 **Enjoy**

 **Chapter 14: The Galactic Coalition.**

 **Ava:** Ayala personal log; Entry 317. Everything has been so chaotic lately, that I don't know where to begin. Right after the Ranger 3s ordeal with a certain deplorable, skanky princess, we were discovered by a number of vessels of the Kree Empire, commanded by a Captain Mar-vel. After they offered assistance to repair our ship, they led us through the nebula and into the heart of the coalition ... and what a sight it was. It was like entering a sea of spaceships, as far as the engulfing nebula would let us.

The lights from each of these ships would make you think there was an entire galaxy hiding here. I recognise some of them from my studies at SHIELD; Skrull, Kree, Sparta, Shi'ar, even the Phalanx are here, but the rest were from species I never knew even existed. I don't know about the rest of the crew, but it made me feel so small, but then we saw something that made us feel worse than that ... insignificant.

* * *

 **Flashback**

 **Ava:** Look at the size of that thing!

 **Kit:** Well ... size isn't everything.

 **Swift Cloud:** Why so touchy Kit?

 **Kit:** I'm just saying, you need firepower too.

 **Buck:** So, according to the information that Mar-vel gave us ... that, ladies and gentlemen, is _**The Neramani**_.

 _The star cruiser class Shi'ar vessel was a colossal star ship, dwarfing the rest in the fleet easily. Its wing span was several miles long and along with its fin-like wings protruding from its underbelly and head remind the crew of a hammerhead shark Not even SWORDs Damocles would have stood a chance against this thing._

 **Agent Anthon:** I bet that monster could tear apart any ship in this fleet.

 **Agent Joe:** So … Nae picking a fight with this bastard?

 **Buck:** That's an affirmative agent.

 **Flashback ends**

* * *

 **Ava:** After we docked in the Neramani, Captain Rodgers along with myself, Kit, Shadow and Jackie were taken to the ships war room by Mar-vel. On the way, we encountered Phalanx repairing Skrull ships, Kree and Skrull soldiers training alongside each other. Although the tension between all these races seem to be high, they appear to be fighting each other more than the Mong Empire. A tension that seems to reach all the way up to their command.

Mar-vell had explained to us that the coalition leadership hasn't been able to agree on their next move; they don't quiet have the firepower to take out a meaningful Mongo target, but neither do they want to risk lives making small hit and run attacks. He promised us that he would bring our case to the leadership ... but advised us not to hold our breath.

* * *

 **Flashback**

 **Coalition Council Room**

 **Mar-vell:** I stand by my decision!

 **Kl'rt (Super Skrull):** You jeopardise the security of this "alliance" by bringing in these refugees!

 **Warlock:** Were not you and your people in a similar predicament some time ago, when you came to us? Even now, of the 989 worlds of the former Skrull Empire; only 247 remain...

 **Kl'rt:** Silence, Phalanx!

* * *

 _While this bickering continued; Ava, the League and the rest of the Ranger 3's crew were forced to wait outside after being brought aboard. Phantom is pacing impatiently, both Buck and Cloud are admiring the diverse group of alien species that surrounded them while Ava just cradled and play with Ben, proactively in her arms._

 _Ever since their encounter with Aura, she had never let her son out of her sight for even a single moment. Ben was over the moon with excitement; giggling and squirming around to get a good look at his surroundings. Standing closely next to them was none other but the Shadow, Ava noticed that he had been sticking close to her and the baby since Aura, barely saying a word since Auras attack. But unbeknownst to her and the rest of the group, Shadow was using his powers to listen to the debate happening not far away._

* * *

 **Mar-vell:** All those who stand against the Mongovians are welcome here and the Earth...

 **Deathbird:** EARTH! That backwater mud ball of a planet has been subjugated by Mongo for years now! How can they possibly...

 _The doors to the war room suddenly burst open and the concord council turned to face the Shadow as he marched inside. The guards stationed nearby moved to restrained him, but with the simplest wave of his hand, the guards were "pushed" away and lost their balance as Shadow moves past them ... followed by the rest of the Ranger 3s crew._

 **Deathbird:** How dare you...?

 **Shadow:** Silence!

 _The "acting" ruler of the Shi'ar was caught off guard by this and attempted to protest further but was cut off once again by the penetrating stare given to her by the dark avenger._

 **Shadow:** Your so called alliance has been fleeing for too long, and I have lost too many good people to get here. You sit here and bicker, while really you should be taking the fight to the Empire.

 **Warlock:** The Phalanx agrees. If we continue down our current course the likelihood of discovery is 87%.

 **Deathbird:** So you will have us risk open war? They will destroy us on the spot.

 **Buck:** I'd never expect to see the most powerful civilisations of the galaxy reduced to this. I would have thought the Skrulls would be up for a good fight!

 **Kl'rt:** Insolence little human! My people are on the brink of extinction. We do not have the numbers for open war.

 **Mar-vell:** It pains me to admit that Kl'rt is correct. The resurrection of the Nova Corps was a symbol of hope in the Universe, with them gone it has been proven difficult to convince other worlds to resist the Mongovians.

 **Shadow:** Then is your next move not clear?

 _The Coalition Council and the rest of his comrades look at him in confusion._

 **Shadow:** As the Mongo Emperor has shattered the light of hope by destroying the Nova Corps and rules threw fear, you must in turn destroy a symbol of his fear.

 **Deathbird:** And what would you suggest, human?

 **Shadow:** When Princess Aura attacked our vessel, I was able to touch her mind and was able to learned many things, one of them being that the Empire is constructing something, something that will allowing him to achieve unrelenting dominance over the galaxy forever. And that he is bringing it to Earth.

 **Warlock:** We would require more data before...

 **Shadow:** But most important of all; the fact that the Emperor himself will be based at Earth for the foreseeable future. If we can provide you it detailed accounts of their forces there. Will you launch a full scale...?

 **Kl'rt:** No! We can't just ... we need time to think this through, to evaluate, to...

 **Phantom:** To hide?

 _A deathly silence fell over the entire room._

 **Phantom:** We are at war and you want a quiet place to think? This coalition will be destroyed while you all wander the emptiness of space. The entire galaxies will burn unless we few here accept that obliteration is preferable to submission.

 _It took a few moments for anyone to find the courage to speak._

 **Mar-vell:** I think we need a little more time to talk ... please, will you leave us?

* * *

 **1 Hour Later...**

 _Outside the council chambers, Shadow, Phantom and Buck Rodgers waited for the councils decision while the rest of the crew were sent back to the Ranger 3 to rest. Soon Mar-vell returned to inform them of the newest development._

 **Mar-vell:** It wasn't easy, but the rest of the council has agreed that if we can acquire additional forces in time and with any further information you can provide, we're willing to commit our forces for your attack.

 **Buck:** YES!

 _The captain punched up into the air and judging by the stares from the others, he realised just what a dorky thing he just did and composed himself._

 **Buck:** ... sorry.

 **Phantom:** So how long until...

 **Mar-vell:** Not so fast, young human. We do not have sufficient numbers for such an operation and to pull this off we need almost every other surviving race to join us. That'll take time.

 **Shadow:** Appeal to them with a sense of hope. Remind them that this coalition is the best hope against this tyrannical Emperor. Only by uniting under one, that their homes and lives will once again be free.

 **Mar-vell:** I can only hope that will be enough.

 **Flashback Ends**

* * *

 **Ava:** I think I'll leave it their for the night. We're all tired and I need to make sure Ben gets to sleep, I've been worried recently. See, he had been waking up more often during the night, crying non stop ever since that ordeal with that Mongo witch. Nothing I did seem to work, so I did something I never thought I would ... I went to Jackie for help. Even she had trouble with Ben, but then she suggested talking with Shadow. He was able to peer into Ben's mind, and i was heart broken to learn that he has been suffering from night terrors, it seems that princess left a scary impression my son.

* * *

 **Later that night...**

 _Ava slowly opened her eyes, and sighed, she was dreaming about Peter again. She had been having this dream a lot lately. He had survived back on Earth after all this time, and she brought Ben to meet him for the first time. He was happy ... she was happy._

 _But she was now ready to tend to her son, only to be met with silence. She turned over on her side to see that a dark figure was standing by her baby's crib, leaning over and reaching down with one hand. Her first instinct was to leap out of her bed to protect her son, but that was before the figure started humming softy towards the sleeping infant. Ava laid on her bed quietly and watched the figure, but it didn't take him long to work out who it was._

 **Shadow:** Hush now little one, and you need not fear anymore. The Shadow will keep your night terrors away.

 _Ava continued to watch quietly before realising what he was doing. Shadow appeared to be using his abilities on her son, so he could sleep easy. Something he has apparently been doing over the last few nights._

 **Shadow:** I make this promise to you, little one. For as long as there is breath in my body, you and your mother will be under the Shadows charge. All will suffer the unrelenting wrath of the Shadow, if any foul ill is brought down upon either of you. This I swear in the name of your father ... Peter ... the son I never had.

 _Ava smiled softly as Shadow continued to watch over her son. For the first time in what seemed like forever, her mind was at peace about Ben's safety. Knowing this, Ava tried to go back to sleep again, but then she heard something that nobody in a sane mind would believe..._

 **Shadow:** "Rest your head, Little boy blue. Come paint your dreams on your pillow. I'll be near to chase away fear, so sleep now and dream till tomorrow."

Was the Shadow, the master of darkness … singing?

 **Shadow:** "I'll be near … to chase away fear, so sleep now and dream till tomorrow." Goodnight Ben … Goodnight Ava.

* * *

 **A/N:** Ok … Before you all come at me with fire and pitchforks let me explain … I was incredibly lazy … didn't think you'd buy that, look I'm very sorry but things just got a little out of hand; work, other projects, stress … for the last few months, every time I tried to write this story … nothing flowed out. only very recently the creative juices have been flowing and I promise to get out more chapters to finish this story, even if it kills me.

Oh and 1 Billion points to anyone who guesses what Shadow's lullaby is reference too.

Thanks again.


	16. Bens Big Adventure

**DISCLAIMER: I DO NOT own Ultimate Spider-Man or any related characters, Spiderman Noir or Pulp era characters and themes. Everything belongs to Marvel, Disney or Dynamite Entertainment ... apart from the story.**

 **In short; I don't own anything in this story.**

 **This is just for fun.**

 **(Prosp88 - Hey Guys, sorry that this took so long … life. You can consider this the last of the "filler" chapters of this story, every chapter from now on will focus more on driving the plot forward. Also, in case anyone is wondering about the way Ben is written … remember back to that episode of Ultimate Spiderman when Spidey and his team are turned into Chibi toddlers by Loki? Its like that.)**

 **Enjoy**

* * *

 **Chapter 15: Bens Big Adventure**

6 Months later

 _Over time, the crew of the Ranger 3 have managed to integrate well amongst the diverse species of the galactic coalition. Captain Buck Rodgers, along with several members of his crew, spent most of his time flying with squadrons of the coalition; mainly Shi'ar and Kree pilots who managed to survive the previous conflict with the Mongo Empire._

 _Both Phantom and Swift Cloud now work closely with the coalitions milita; with so many species forced to fight alongside each other, tensions run high, especially between races with tense history between them. Particularly the Skrulls and Kree._

 _Shadow seems to come and go as he pleases, taking it upon himself to act in place of an ambassador and negotiator on behalf of the coalition, using his unique skills of "persuasion" to convince representatives of countless worlds to join their cause. Everywhere from Halfworld to the remnants of the Spartax Empire are now swelling the numbers of the coalition._

 _Even Ava is getting back into the action again, after having enough of her "maternity leave". Working alongside the coalitions intelligence unit, she has been using her SHIELD training to aquire useful information that will be instrumental in planning their future offensive. Also she hoped that she will come across any information regarding Earth._

 _This was only possible however, if she managed to tear herself away from her son; Ben. Over the last six months, Ava watched as her son grew right in front of her eyes, providing the only sense of normality in their new, crazy surroundings. He started to become more fussy and curious, something Cloud was quick to point out was perfectly normal for a baby his age, but much to the annoyance of Phantom as Ben keeps throwing stuff at him._

 _But most exciting of all ... was when starting to learn how to walk. The moment he first pulled himself up on his feet before stumbling to the floor, Ava had started recording his progress every chance she got. Little did she know of the full extent of his progress._

* * *

 **Ranger 3 - Avas Quarters**

 **Ava:** I've just fed Ben and put him in his crib, he should be good for a little while. Any problems, contact me immediately.

 **Agent Joe:** You're worrying too much lass.

 **Agent Anthon:** I think we can handle a sleeping infant.

 _Just as she was about to continue, she heard something behind her. Turning round she notices her son Ben trying to climb out if his crib before dropping back done. Ava calmly walked back over to him._

 **Ava:** Ben? You're suppose to be sleeping?

 _Her son merely stares back at her with his innocent wide eyes before reaching up for her as he's wanting her to..._

 **Ben:** _(Mummy! Pick me up.)_

 **Ava:** Mummy can't stay **_chula,_** _she has to go and help our friends with the fate of the entire galaxy._

 **Ben:** _(How is that more important?)_

 **Ava:** I'll be back soon ... I love you.

 _She tucked him back in and kissed him softly before turning away, leaving the two SWORD agents to care for her son. After a few minutes, the two of them quietly left the sleeping infant to stand outside the door._

 **Agent Joe:** Why the hell are we on babysitting duty anyway?

 **Agent Anthon:** Really? You have no idea why? Could it have anything to do with that little incident yesterday?

 **Agent Joe:** You mean that brawl in the canteen? What's that got to do with us?

 **Agent Anthon:** You started it! We're slap bang in the middle of the most diverse military in history, things are tense enough already without you and your "people skills".

 **Agent Joe:** I never started it! I merely voiced the common Shi'ar rumour that Skrulls enjoy sleeping with the dead. I never created this rumour, I merely voiced it.

 **Agent Anthon:** Too their face! Right to a group of the biggest, meanest Skrull soldiers we've ever seen!

 _Meanwhile, as the two agents bicker on, Ben managed to wrestle himself out from his sheets and looked out from his crib, seeing his new "babysitters". He tries to get their attention._

 **Ben:** _(Where's my Mommy?)_

 _The pair of agents continue to argue with each other, neither noticing Ben was up._

 **Ben:** _(I want my Mommy.)_

 _Still, he fails to get them to notice him (though the fact that he can't talk yet doesn't help him either)_

 **Ben:** _(I'm scared ... I want my Mommy!)_

 _Suddenly, Ben raised his hand and shot a **Web-line!** Up towards the ceiling and zipped himself out of his crib and crawl along it and towards the door. Much to the complete oblivious of his baby sitters._

 **Ben:** _(I'm not being left in some baby prison, I'm going to find Mommy.)_

 _The door opens automatically as Ben crawls through it from above. This get the attention of the agents, looking over to see if Ava came back for something. Only to be met with an empty threshold._

 **Agent Joe:** Anyone there?

* * *

 **Moments Later**

 _Like a little "spider", Ben had been crawling around the nearby hallways, beneath the notice of all the aliens and creatures occupying the area. Under most circumstances an infant would be terrified at all the unfamiliar faces, but Ben was far from an ordinary baby._

 **Ben:** _(Now, which way to go? I don't see mommy anywhere.)_

 _He reaches the end of a hallway and web-swings down to the floor. A door opens up nearby as a group of Kree soldiers walk out. Ben carefully raises himself onto his feet and hurries over to the door, falling over a few times in the process._

 **Ben:** _(I really need to get the hang of this whole walking thing.)_

 _Squeezing through the door in the nick of time as it closes, Ben finds himself in a strange room. It looked like he was outside in some urban street, that looks like a war zone. Nearby cars were either over turned or on fire, debris littered throughout the area and there wasn't a sole in sight. Ben curiously looked up at the sky above and saw it was night time._

 **Ben:** _(I haven't been in this room before? Could Mommy be...)_

 _Suddenly, a platoon of red armoured soldiers run into view from a street corner, right towards where Ben was. In a panic, he ducked down under one of the abandoned cars to avoid them. Next thing he knew, he was nearly deafened by laser fire as the troopers was soon engaged in a fight with an unknown enemy. Ben covered his ears with hands and closed his eyes to try and block it all out._

 **Ben:** _(Loud! It's too loud!)_

 _The fighting continued for several minutes, until an alarm went off and suddenly everything went quiet. Ben opened his eyes and crawled over to the edge of the car to look out. Some of the red armoured soldiers were lying on the ground while others where standing, frozen solid in different posses. There were others too now, these one comprised of the same people that Ben had seen all over the place; the blue skinned ones, the ones with the funny shaped hair and the ones with green skin and grumpy faces (Ben didn't like those ones). The three of groups where shouting amongst themselves, even getting physical at one point._

 **Skrull Warrior:** You stupid Kree! You nearly shit me!

 **Kree Soldier:** That's because you ran right in front of my line of sight, you fool! Why did you break formation?!

 **Skrull Warrior:** A true warrior looks into their foes eyes as they crush them!

 **Shi'ar Soldier:** And how did that strategy work out for you and your Throneworld?

 _The Skrull , along with his kinsman erupted into a furious rage and began throwing punches at both Shi'ar and Kree alike. Ben continued to hide in his hiding spot, too scared to move. Until he heard someone else shouting over the ruckus, followed by a few gunshots, then suddenly silence. Cautiously, Ben scoots over and pokes his head out just enough to see what's happening._

 _Everyone had stopped fighting and now have their attention drawn to a man looking down on them from a window up above. His smoking gun was aimed high above his head before he holstered it. After a few moments, Ben finally recognises him. He's seen him around his mommy on occasion._

 **Ben:** (Purple Man!)

 **Phantom:** You guys are pathetic!

 _He presses a switch he's holding and in an instance, Ben was shocked to see his entire surrounding disappear around him, leaving himself and the group of aliens in as large empty room and Phantom now on a balcony up above. Realising that he was now exposed, Ben quickly web-zipped onto the back of the largest Skrull and hid behind him._

 **Phantom:** Well, well, well ... I can see that you're all in good shape and expelling a lot of energy on the battlefield. But it's not the kind of energy I'm expecting to see. So ... let me make this perfectly clear here.

 _He closes his eyes for a moment and takes a deep breath before continuing._

 **Phantom:** YOU HAD BETTER SETTLE YOUR SCORE! ... ON THE DOUBLE!

 _The entire collection of alien soldiers were taken aback by this outburst._

 **Phantom:** The battle that should be taking place is back on Earth and that's it! If you guys can't measure up and put these century old grudges behind you, then you won't last a second. Trust me, there's worse things there than simple foot soldiers ... they are a lot tougher and smarter than these holograms. You there ... Skrull, why weren't you watching your left flank?

 **Skrull Warrior:** That's the Krees problem, they were closer to...

 **Phantom:** That's irrelevant, you need to be more alert and communicate with the rest of your squad. That goes for all of you!

 _Phantom pauses to take a deep sign._

 **Phantom:** Trainings over for now ... dismiss.

 _The alien unit makes their way out of the training area, along with Ben, who still remains unnoticed._

 **Ben:** _(I didn't know Purple Man can be scary ... I wonder why he's afraid of mommy though?)_

 _As the group left the training room, Ben web-zipped off of the Skrulls back and down a separate corridor, narrowly avoiding the panicking duo of Joe and Anthon as they hurried around the corner before nearly running head first into the large group of alien soldiers._

 **Agent Anthon:** Hi ... er... I don't suppose any of you have seen baby "Swinging" about have you?

 **Skrull Warrior:** Hey ... I remember you!

 **Agent Joe:** ... bollocks...

* * *

 _A while later, Ben was able to make his way further deeper into the ship, unfortunately having still not finding any clue where his mommy is. Eventually, he found himself crawling around the air ducks spanning the ship. From this point , he can see everyone from looking out from the grates. Amazing and different kinds of people that astounded him; everyone from the green, scary aliens to people like him he recognised, but they were others to ... Strange ones. Some looked like blight and shiny while others looked like small, furry creatures (Ben wanted to pet those ones badly)._

 _Eventually, Ben found himself looking out overhead a group of soldiers from different species at a target range. Standing in line; aliens from Kree to Phalanx and even human are practicing alongside each other. Each one using vastly different weapons that they are clearly uncomfortable with ... judging by their poor display of marksmanship._

 **Swift Cloud:** You soft horns can't even shoot the broad side of a barn from two feet away sober!

 **Ben:** _(Auntie Jackie!)_

 **Phalanx Warrior:** I fail to see the logic in practicing with these weapons. Would it not be more effective to use weapons that each of use are most proficient with?

 **Swift Cloud:** On a battlefield, you often don't a dime picking choice on what Iron you get to shoot with, darlin. You could run low on ammo or lose your weapon, then you'd gave to use what's laying around. And since you lot are gonna be shooting straight with each other, you better get use to each others arsenal.

 _Suddenly a series of shots went off, followed by a cry of surprise. A Kree soldier was frustrating over his weapon and Cloud walked over to check on him. It appears his gun keeps jamming, but it didn't take long for Cloud to realise the problem._

 **Swift Cloud:** That's an automatic from earth, don't try to dampen the recoil ... you do that with one of these.

 _On that note she instantly drew one of her revolvers and open fired on the Krees target. After firing 6 rounds, each one hit its target with eagle eye precision, Cloud twirled her revolver on her finger and holstered it. Getting the full attention of the group._

 **Swift Cloud:** We are now a force to be reckoned with, we have the empire's attention now. We are not some untrained tribal milita ... so don't acted like one.

 _She walked up along the line of soldiers before stopping._

 **Swift Cloud:** You will learn how a real marksman hits their target ... and if I catch you trying something else ... you'll know it.

 _On that note, the group carried on with their training while Ben scampered off in the air ducks._

* * *

 **Engine Room.**

 _Over time, Ben found is way out of the air ducks. He now found himself in a large room with alot of noisy machinery about ... and no one around._

 **Ben:** _(Where am I know? What is this place?)_

 _He got up onto his feet and carefully moved around the area. It was hot and dark, plus the noise of the machines kept getting louder over time. For the first time in a while, Ben was getting scared. He was lost, hot, crying and still couldn't find his mommy._

 **Ben:** _(It's so loud ... mommy, where are you?)_

 _He fell to the ground and continued to cry for what seemed like forever. Until he felt a strangely familiar presence nearby. He looked up to see a shadowy figure towering over him._

 **Ben:** _(You?)_

* * *

 **Outside Avas Quarters – Later that day**

 _For the last several hours, agents Joe and Anthon had been running around the ship in a frantic state trying to find a certain toddler. After searching every single book and cranny they could think of, they begrudgingly made their way back to Avas quarters, defeated and fearing for what comes next._

 **Agent Joe:** This was all your fault you know!

 **Agent Anthon:** Oh, I can't wait to hear this one!

 **Ava:** Same here?

 _The two agents froze for a moment before nervously turning round to see Ava glaring at the pair of them._

 **Agent Anthon:** Ah, Mrs Parker ... surprised to see you here.

 **Ava:** Likewise ... whose with Ben?

 **Agent Joe:** Funny story about that...

 _Not having the patients to listen to this, Ava pushed past them and hurried towards her door. Just as it opened she found right on the other side waiting to greet her was an enthusiastic Ben, in the arms of The Shadow himself._

 **The Shadow:** Ava.

 _The moment her saw his mommy, Ben practically leapt out of Shadows arms, only to be caught by a surprised Ava._

 **Ava:** Somebody missed me?

 **Ben:** _(Mommy! You're here ... I'm hungry)_

 **The Shadow:** I relived those two a while ago, apparently Ben was very restless all day.

 **Ava:** Really? Well maybe I've been spending a bit too much time away... tell you what Chula, I'll only help out a couple of days. That way you'll have me all to yourself more often.

 _Ben responded with a giggle and Ava gave him a big hug._

 **Ava:** Now let's get you fed.

 _As the mother and son walked off, Shadow was approached by the two SWORD agents._

 **Agent Joe:** Thanks for the cover.

 **Agent Anthon:** For a moment there...

 _Shadow immediately rounded on the pair of them, his voice filled with a venom that made his reputation with the criminal element of New York past._

 **The Shadow:** IF YOU EVER LEAVE TJAT CHILD ALONE EVER AGAIN! I WILL PERSONALY GUIDE YOU TO THE DEEPEST PITS OF HELL AND WATCH YOU BURN!

 _The two agents just stared fearfully at them._

 **The Shadow:** Is that understood?

 _They both nodded._

 **The Shadow:** Splendid.

 _On that he just walked off, leaving the pair of them to process The Shadows threat. A moment later Agent Anthon held up a length of what looked like Spider webbing._

 **Agent Anthon:** Should we have mentioned this?

 **Agent Joe:** Your balls in a vice if you wanna try.

* * *

 **A/N: Comment and Review**


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